Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) days before the first anticipated filing date of the Registration Statement with the Commission, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the Release Datedate hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders the stockholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following Business Days after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back RegistrationUnderwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If If, at any time on or after the Release Datedate the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders the stockholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s 's existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following Business Days after receipt of such written notice (such Registration a “"Piggy-Back back Registration”"). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back RegistrationUnderwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If If, at any time on or after the Release Datedate the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders the stockholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back RegistrationUnderwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after Release Date I as it relates to the 1,125,000 shares of Common Stock and Release DateDate II as it relates to the Warrant Securities, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date of hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, other than pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, plan or (ii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment planstockholders, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities HYUNDAI as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities HYUNDAI in such notice the opportunity to register the sale of such number of shares of Registrable Securities Shares as such holders HYUNDAI may request in writing within ten five (105) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities Shares to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities 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 and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters HYUNDAI shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriters, if any, selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Dateexpiration of any applicable lock-up period to which an Investor’s shares are subject, if any, provided compliance by the Investors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.12.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (xa) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (yb) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date the Company consummates a Business Combination (but prior to the date that is seven years from the effective date of the Company’s initial public offering) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date the Company consummates a Business Transaction (but prior to the date that is seven years from the effective date of the Company’s initial public offering) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. (a) If at any time on or after the Release Datedate Arisz consummates a Business Combination, the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Purchaser for its own account or for the account of shareholders of the Company for their account Purchaser (or by the Company Purchaser and by shareholders of the Company Purchaser including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Purchaser or (iv) for a dividend reinvestment plan, then the Company shall: Purchaser shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company Subject to Section 2.2.2 hereof, Purchaser shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.

Piggy-Back Rights. If at any time on or after Release Date I as it relates to the 1,562,500 shares of Common Stock and Release DateDate II as it relates to the Warrant Securities, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or and/or for shareholders stockholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1)account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders or in connection with an acquisition or other business combination, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable practicable, but in no event less than twenty ten (2010) days Business Days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or UnderwritersUnderwriter(s), if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares and type of Registrable Securities as such holders may request in writing within ten five (105) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters 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 and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing who propose to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwriter(s) shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected by the Company for such Piggy-Back Registration, subject to Section 3.1(f).

Piggy-Back Rights. If If, at any time on or after the Release Filing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders the stockholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following Business Days after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-Back Registrationback Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after the Release Datesix (6) month anniversary of the Final Closing, the Company proposes to file a Registration Statement (as defined in Section 5.12(j)) under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities (as defined in Section 5.12(j)) as soon as practicable (but in no event less than twenty ten (2010) days days) before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or UnderwritersUnderwriters (as defined in Section 5.12(j)), if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders holder may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All In the event a Piggy-Back Registration involves an Underwriter or Underwriters, all holders of Registrable Securities proposing to distribute their securities through a such Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities convertible into or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for by shareholders of the Company for their own account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), Company) other than a Registration Statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction shareholders or (iv) for a dividend reinvestment plan), then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty thirty (2030) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Datedate hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders by stockholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1)own account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to all of the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities each Holder as soon as practicable but in no event less than twenty forty-five (2045) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities each Holder in such notice the opportunity to register the sale of such number of shares (or other amount) and type of Registrable Securities as such holders Holder may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing If any Holder proposes to distribute their its securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwriters, such Holder shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Piggy-Back Registrations effected under this Section 2.2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Piggy-Back Rights. If at any time on or after the Release Datefirst anniversary of the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, offering and (y) offer to the holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (A) there is an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1, (B) such Registration is solely to be used for the offering of securities by the Company for its own account and (C) no other shareholder of the Company is entitled to participate in such Registration. The Company shall use its best efforts to cause such Registrable Securities to be included in such registration Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company ParentCo proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company ParentCo for its own account or for shareholders of the Company ParentCo for their account (or by the Company ParentCo and by shareholders of the Company ParentCo including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyParentCo’s existing shareholders, (iii) filed for an offering of debt that is convertible into equity securities of ParentCo, (iv) that is on Form S-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with a any acquisition of any entity or business combination transaction in which or their then equivalents, (v) filed relating to equity securities to be issued under the Company’s PIPE Registration Rights Agreement, (vi) filed relating to equity securities are to be issued to under the security holders of the other party to the transaction Convertible Notes Registration Rights Agreement or (ivvii) for a dividend reinvestment plan, then the Company shall: ParentCo shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company ParentCo shall use its best efforts to cause such Registrable Securities to be included in such registration Piggy-Back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company ParentCo and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If Subject to the restrictions on transfer set forth in Article II hereof, if at anytime that any time on or after the Release Date, Registrable Securities are outstanding the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.11.02), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the Release Dateclosing of the Merger, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued , (iv) filed pursuant to the security holders of the other party to the transaction Section 2.3, or (ivv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Piggyback Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back such Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders Holders of Registrable Securities proposing to distribute their securities Registrable Securities through a Piggy-Back Piggyback Registration that involves an Underwriter or Underwriters Underwriter(s) shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back Piggyback Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date the Company consummates a Business Transaction (but prior to the date that is seven years from the effective date of the Company’s initial public offering) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment planplan or (v) filed pursuant to the terms of the BCA (if the offering is not an underwritten offering), then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may exercise its rights under this section only in the seven- year period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the Company’s initial public offering.

Piggy-Back Rights. (a) If at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1Clause 11.1), other than a Registration Statement (ia) filed in connection with any employee stock share option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company, (d) filed in connection with a on Form F-4 or S-4 (or any successor form thereto) related to any merger, acquisition or business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or combination, (ive) for a dividend reinvestment plan, or (f) for a rights offering, then the Company shall: shall (xi) give written notice of such proposed filing to the holders of Registrable Securities Investor as soon as practicable but in no event less than twenty fifteen (2015) calendar days before the first anticipated filing date of the Registration Statement with the Commissiondate, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (yii) offer to the holders of Registrable Securities Investor in such notice the opportunity to register the sale of such number up to all of shares of Registrable Securities the Subscription Shares, as such holders Investor may request in writing within ten (10) calendar days following receipt of such notice (a “Piggy-Back Registration”). The Subject to Clause 11.7(b), the Company shall use its best efforts to cause such Registrable Securities Subscription Shares to be included in such registration Piggy-Back Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Subscription Shares requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities Subscription Shares in accordance with the intended method(s) of distribution thereof. All holders In the event of Registrable Securities proposing an underwritten offering, the inclusion of any Subscription Shares in a Piggy-Back Registration shall be subject to distribute their securities through Investor’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such offering. (b) If the managing Underwriter or Underwriters for a Piggy-Back Registration that involves is to be an Underwriter underwritten offering advises the Company and Investor in writing that the dollar amount or Underwriters number of Ordinary Shares which the Company desires to sell, taken together with (x) Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than Investor hereunder, (y) the Subscription Shares as to which registration has been requested pursuant to the terms hereof, and (z) Ordinary Shares, if any, as to which registration has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than Investor, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall enter into an underwriting agreement include in any such registration: (i) If the Registration is undertaken for the Company’s account: (A) first, Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Subscription Shares and the Ordinary Shares of Holders (as such term is defined in the Registration Rights Agreement), as to which registration has been requested, pro rata among holders of such securities, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggyback registration rights with such Persons and that can be sold without exceeding the Maximum Number of Shares; and (ii) If the Registration is a form reasonably acceptable “demand” registration undertaken at the demand of Persons other than the holders of registrable securities of the Company, (A) first, Ordinary Shares 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), Ordinary Shares 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 Subscription Shares and the Ordinary Shares of Holders (as such term is defined in the Registration Rights Agreement), as to which registration has been requested, pro rata among holders of such securities, 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), Ordinary Shares 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. (c) Investor may elect to withdraw its request for inclusion of any Subscription Shares in any Piggy-Back Registration by giving written notice to the Company and the Underwriter or Underwriters selected for (if any) of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a 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 Investor in connection with such Piggy-Back RegistrationRegistration as provided in Clause 11.10. (d) There shall be no limit on the number of Piggy-Back Registrations.

Piggy-Back Rights. If at any time on or after the Release Date, date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.12.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment plan, or (v) securities proposed to be issued in exchange for securities or assets of another entity, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.3.1 with respect to the Registrable Securities shall terminate on such date the Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect. .

Piggy-Back Rights. If at any time on or after the Release Date, closing of the Mergers the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders , (iv) as part of the other party to the transaction a Kayne Demand Registration or (ivv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from an Investor is received within the specified time, each such Investor shall have no further right to participate in the offering. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company Closing Acquiror proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Acquiror for its own account or for shareholders security holders of the Company Acquiror for their account (or by Acquiror and by security holders of Acquiror including pursuant to Section 2.1 and including within fifteen (15) business days following the Closing pursuant to Section 7.4 of that certain Warrant Agreement dated as of November 12, 2020 by and between the Company and by shareholders Continental Stock Transfer & Trust Company with respect to the shares issuable upon exercise of certain warrants of the Company including, without limitation, pursuant to Section 2.1subject thereto (the “Public Warrant Shares Registration”), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyAcquiror’s existing shareholderssecurity holders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Acquiror, or (iv) for a dividend reinvestment plan, then the Company shall: Acquiror shall (x) give written notice of such proposed filing to the holders of Holders holding Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissionor confidential submission date, which notice shall describe the amount and type of securities to be included in such Registration or offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Holders holding Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company To the extent permitted by applicable securities laws with respect to such registration by Acquiror or another demanding security holder, Acquiror shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and shall use its best efforts to cause (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Acquiror and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Holders holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. For purposes of this Section 2.2.1, the Institutional Holder shall be deemed to have elected to have its Registrable Securities included in the Public Warrant Shares Registration without any further action required by the Institutional Holder hereunder, subject to the other provisions of this Section 2.2.

Piggy-Back Rights. If If, at any time on or after the Release Dateexpiration of any lock-up to which an Investor’s Registrable Securities are subject, and subject to compliance by such Investor with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.12.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) ten days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) five days following receipt of such notice (a “Piggy-Back Registration”). The foregoing rights shall not be available to any Investor at such time as (x) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (y) such Registration is solely to be used for the offering of securities by the Company for its own account and (z) no other shareholder of the Company is entitled to participate in such Registration. The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for by shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) 30 days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) 15 days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Datedate of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) calendar days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) calendar days following receipt of such notice (a “Piggy-Back Registration”). The rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company for its own account and (iii) no other shareholder of the Company is entitled to participate in such Registration. The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the Release Datedate hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.12.2), other than a Registration Statement (i) filed in connection with any employee equity incentive plan, restricted stock, restricted stock unit, stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with for a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction dividend reinvestment plan and/or stock purchase plan, or (iv) securities proposed to be issued in exchange for a dividend reinvestment plansecurities or assets of another entity, then the Company shall: shall (x) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.3.1 with respect to the Registrable Securities shall terminate when all such Registrable Securities shall cease to be Registrable Securities upon the occurrence of one or more events described in the definition of Registrable Securities herein.

Piggy-Back Rights. If at any time on or after time, subject to compliance by the Release DateInvestors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders equityholders of the Company for their account (or by other than, for the Company and by shareholders avoidance of the Company including, without limitationdoubt, pursuant to Section 2.1Sections 2.1 or 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment plan, (v) for an “at-the-market” offering of the Company’s securities, (vi) for equity line of credit transactions or related forward-purchase offerings or other offerings conducted pursuant to Rule 415 under the Securities Act entered into in connection with the consummation of the Business Combination, or (vii) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty five (205) calendar days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten three (103) calendar days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected by the Company for such Piggy-Back Registration; provided that no holder participating in a Piggy-Back Registration shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements reasonably required by such Underwriters customarily included in underwriting agreements for offerings similar to such Piggy-Back Registration.

Piggy-Back Rights. If at any time or from time to time during the period commencing on or after the Release date upon which the Company consummates its initial Business Combination and ending on the seven year anniversary of the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for by shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty thirty (2030) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after during the Release DateRegistration Rights Period, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholderssecurityholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: : (xa) give written notice of such proposed filing to the holders of Registrable Securities Founding Stockholders, including the Stockholder, as soon as practicable but in no event less than twenty (20) 30 days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and ; and (yb) offer to the holders of Registrable Securities in such notice to the Founding Stockholders, including the Stockholder, the opportunity to register the sale of such number of shares of Registrable Securities as each such holders Founding Stockholder may request in writing within ten (10) 10 days following receipt of such notice (a “"Piggy-Back Registration”"). The Subject to the provisions of Sections 3.2 and 3.3, the Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration such registration on the same terms and conditions as any similar securities of the Company are to be offered for sale in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If all of the Shares are not sold during the ----------------- registration contemplated by Section 4.1 and at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for by shareholders of the Company for their own account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, shareholders or (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities Shares as soon as practicable but in no event less than twenty forty-five (2045) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Shares in such notice the opportunity to register the sale of such number of shares of Registrable Securities Shares as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities Shares to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities 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 and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date hereof (or, in the case of the Echo Holders, the Release Date, ) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurity holders, or for the conversion, exercise, or exchange of outstanding securities, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. (i) If at any time on or after following an initial public offering of the Release Date, Company's securities the Company proposes to file a Registration Statement register its securities under the Securities Act with respect of 1933, as amended (the "Securities Act") for sale to an offering of equity securitiesthe public (including shelf registration on Form S-3), or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company whether for its own account or for shareholders the account of other security holders for sale to the Company public (except for their account (or by the Company and by shareholders of the Company including, without limitation, registrations pursuant to Section 2.1registration statements on Form S-8, S-4 or another form not available for registering the), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: (x) Cxxxxxx xhall give written notice to the Seller of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than registration at least twenty (20) days before prior to the first anticipated filing date of a registration statement. Upon the written request of the Registration Statement with the CommissionSeller, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing given within ten (10) days following after receipt of any such notice notice, to register any of the Conversion Shares (a “Piggy-Back Registration”"Eligible Securities"). The , the Company shall will use its best reasonable efforts to cause the Eligible Securities as to which registration shall have been so requested to be covered by the registration statements proposed to be filed by the Company (the "Piggyback Registration") and to cause such Registrable Securities Piggyback Registration to become and remain effective for a period of not less than 120 days thereafter (or until such time as all securities sold thereunder shall have been sold). (ii) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriter thereof advises the Company in writing (with a copy to the Seller) that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration: (A) first, the securities the Company proposes to sell; and shall use its best efforts (B) second, the securities any other security holder of the Company (including the Seller) proposes to cause sell in proportion to the number of securities each proposes to sell. (iii) If a Piggyback Registration is an underwritten secondary registration on behalf of the Company's security holders, and the managing Underwriter or Underwriters underwriter thereof advises the Company in writing (with a copy to the Seller) that in its opinion the number of a proposed underwritten offering to permit the Registrable Securities securities requested to be included in a Piggy-Back Registration on such registration exceeds the same terms and conditions as any similar number which can be sold in such offering, the Company will include in such registration: (A) first, the securities the security holders of the Company and which have exercised contractual demand registration rights in connection with such registration propose to permit the sale or other disposition of such Registrable Securities sell, in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable proportion to the Underwriter or Underwriters selected for such Piggy-Back Registrationnumber of securities each proposes to sell; and (B) second, the securities any other security holder of the Company (including the Seller) proposes to sell in proportion to the number of securities each proposes to sell.

Piggy-Back Rights. If at any time on or after the Release Date, expiration of the Lock-Up Period the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiesEquity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securitiesEquity Securities, by the Company for its own account or and/or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1)account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company (iv) for a dividend reinvestment plan or (v) filed in connection with a business combination transaction in which involving the Company’s securities are issued to the security holders , including a merger, asset acquisition, share purchase, recapitalization, reorganization or other similar type of the other party to the transaction or (iv) for a dividend reinvestment plantransaction, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten twenty (1020) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an a managing Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after during the Release DateRegistration Rights Period, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholderssecurityholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: : (xa) give written notice of such proposed filing to the holders of Registrable Securities Stockholders, including the Stockholder, as soon as practicable but in no event less than twenty (20) 30 days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and ; and (yb) offer to the holders of Registrable Securities in such notice to the Stockholders, including the Stockholder, the opportunity to register the sale of such number of shares of Registrable Securities as each such holders Stockholder may request in writing within ten (10) 10 days following receipt of such notice (a “"Piggy-Back Registration”"). The Subject to the provisions of Sections 3.2 and 3.3, the Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration such registration on the same terms and conditions as any similar securities of the Company are to be offered for sale in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely on Forms F-4 or S-4 or any similar successor forms or another form used for a purpose similar to the Company’s existing shareholdersintended use for such forms, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement register any shares of Common Stock for itself or any of its stockholders (the "Existing Holders") under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than on a Registration Statement on Form S-1, Form S-2 or Form S-3 (i) filed or an equivalent general registration form then in connection with any employee stock option or other benefit plan, (iieffect) for an exchange offer or offering purposes of securities solely to the Company’s existing shareholdersa Public Offering of such shares, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) proposal at least 20 days before the first anticipated filing date of the Registration Statement date, with the Commission, which notice shall describe the amount and type of securities to be included in such offering, include the intended method(s) method of distributiondistribution of such shares, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such Purchaser. Such notice shall specify at a minimum the opportunity to register the sale of such number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.06, upon the written request of the Purchaser, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities as such holders may request in writing within ten (10) days following receipt intended to be disposed of such notice (a “Piggy-Back Registration”by the Purchaser). The , the Company shall will use its best efforts to cause include in the Registration Statement with respect to such Public Offering the Registrable Securities referred to in the Purchaser's request; provided, however, that any participation in such Public Offering by the Purchaser shall be on substantially the same terms as the Company's (or its other stockholders') participation therein; and provided further that the amount of Registrable Securities to be included in any such registration and Public Offering shall use its best efforts to cause not exceed the maximum number which the managing Underwriter or Underwriters underwriter of a proposed underwritten offering to permit the Registrable Securities requested such Public Offering considers in its reasonable commercial judgment to be included in appropriate based on market conditions and other relevant factors (the "Maximum Number"). The Purchaser shall have the right to withdraw a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and request to permit the sale or other disposition of such include Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing any Public Offering pursuant to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable this Section 2.05 by giving written notice to the Underwriter or Underwriters selected for Company of its election to withdraw such Piggy-Back Registrationrequest at least five business days prior to the proposed effective date of such Registration Statement.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to the registration or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date (or the expected date of commencement of marketing efforts, in the Registration Statement with the Commissioncase of an underwritten offering under a shelf registration statement), 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration or offering, as applicable, and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account accounts (or by the Company and by shareholders security holders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, security holders; (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall: shall (x) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders The Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. The Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or after the date hereof and expiring on a date which is five (5) years from the date hereof.

Piggy-Back Rights. If at any time on or after the Release Date, Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or an offering of securities solely to the Company’s existing shareholderssecurity holders, (iii) filed in connection with relating to a business combination transaction in which contemplated by Rule 145(a) promulgated under the Company’s Securities Act, (iv) for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (ivv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. The Company shall not be obligated to effect any such registration pursuant to this Section 2.2 if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for by shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1Company), other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty thirty (2030) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date the Company Purchaser consummates a Business Combination the Purchaser proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Purchaser for its own account or for shareholders of the Company Purchaser for their account (or by the Company Purchaser and by shareholders of the Company Purchaser including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Purchaser or (iv) for a dividend reinvestment plan, then the Company shall: Purchaser shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company Purchaser shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, Anniversary Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account accounts (or by the Company and by shareholders security holders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, security holders; (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall: shall (x) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders The Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. The Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or after the Anniversary Date and expiring on a date which is five (5) years from the Anniversary Date.

Piggy-Back Rights. (a) If at any time on or after the Release Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment plan, (v) that is on Form S-4 or Form F-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents, or (vi) filed relating to equity securities to be issued under the PIPE Subscription Agreements, provided however, that the limitation under (vi) shall only apply to the first Registration Statement filed by the Company as required under the PIPE Subscription Agreements, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration Piggy-back Registration. (b) If at any time on or after the Effective Date, the Company proposes to effect an Underwritten Offering for its own account or for the account of shareholders of the Company (a “Company Underwritten Offering”), the Company shall notify, in writing, all Investors of Registrable Securities of such demand, and such Investor who thereafter wishes to include all or a portion of such Investor’s Registrable Securities in such Underwritten Offering (each such Investor, a “Company Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five days after the receipt by such Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Company Underwritten Shelf Offering Requesting Holder, such Investor shall be entitled, subject to Sections 2.2.2 and 3.1.1 hereof, to have its Registrable Securities included in the Company Underwritten Offering. The Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration; provided, however, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts.. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.

Piggy-Back Rights. If at any time on or after the Release Datedate of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment planplan or (v) filed in connection with issuance of securities in a merger or acquisition transaction, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities Investors as soon as practicable but in no event less than twenty ten (2010) calendar days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Investors in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Investors may request in writing within ten five (105) calendar days following receipt of such notice (a “Piggy-Back Registration”); provided that the rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (a) there is an effective Resale Shelf Registration Statement available for the resale of all Registrable Securities pursuant to Section 2.1, (b) such Registration is solely to be used for the offering of securities by the Company for its own account and (c) no other stockholder of the Company is entitled to participate in such Registration. The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-Back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for by shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) 30 days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) 15 days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, Capital Stock by the Company for its own account or for shareholders by stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-B (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty thirty (2030) days before the first anticipated filing date of the Registration Statement with the Commissiondate, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, the jurisdictions in which the Company will attempt to qualify such securities under the applicable blue sky or other state securities laws and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such any number of shares of Registrable Securities as such holders may request in writing within ten (10) 30 days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters 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 and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable to the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Datedate that is six (6) months from the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders Shareholders of the Company for their account (or by the Company and by shareholders of the Company Shareholders, including, without limitation, pursuant to Section 2.12.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholdersShareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt securities including that are convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment planplan or (v) filed on From S-4, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities Restricted Shares as soon as practicable but in no event less than twenty ten (2010) days Business Days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Restricted Shares in such notice the opportunity to register the sale of such number of shares of Registrable Securities Restricted Shares as such holders may request in writing within ten five (105) days Business Days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities Restricted Shares to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Restricted 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 and to permit the sale or other disposition of such Registrable Securities Restricted Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing Restricted Shares who propose to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back RegistrationRegistration and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

Piggy-Back Rights. If If, at any time on or after the Release Lock-up Termination Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for the account of shareholders of the Company for their account (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1subsection 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days Business Days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten (10) days following Business Days after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back RegistrationUnderwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. If any Holder decides not to include all or any of its Registrable Shares in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement as may be filed by the Company, all upon the terms and conditions set forth herein.

Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to file a Registration Statement register any shares of Common Stock for itself or any of its stockholders (the "Existing Holders") under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than on a Registration Statement on Form S-1, Form S-2 or Form S-3 (i) filed or an equivalent general registration form then in connection with any employee stock option or other benefit plan, (iieffect) for an exchange offer or offering purposes of securities solely to the Company’s existing shareholdersa Public Offering of such shares, (iii) filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) proposal at least 20 days before the first anticipated filing date of the Registration Statement date, with the Commission, which notice shall describe the amount and type of securities to be included in such offering, include the intended method(s) method of distributiondistribution of such shares, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such Purchaser. Such notice shall specify at a minimum the opportunity to register the sale of such number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.06, upon the written request of the Purchaser, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities as such holders may request in writing within ten (10) days following receipt intended to be disposed of such notice (a “Piggy-Back Registration”by the Purchaser). The , the Company shall will use its best efforts to cause include in the Registration Statement with respect to such Public Offering the Registrable Securities referred to in the Purchaser's request; provided, however, that any participation in such Public Offering by the Purchaser shall be on substantially the same terms as the Company's (or its other stockholders') participation therein; and provided further that the amount of Registrable Securities to be included in any such registration and Public Offering shall use its best efforts to cause not exceed the maximum number which the managing Underwriter or Underwriters underwriter of a proposed underwritten offering to permit the Registrable Securities requested such Public Offering considers in good faith to be included in appropriate based on market conditions and other relevant factors (the "Maximum Number"). The Purchaser shall have the right to withdraw a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and request to permit the sale or other disposition of such include Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing any Public Offering pursuant to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a form reasonably acceptable this Section 2.05 by giving written notice to the Underwriter or Underwriters selected for Company of its election to withdraw such Piggy-Back Registrationrequest at least five business days prior to the proposed effective date of such Registration Statement.

Piggy-Back Rights. If at any time on or after the Release Dateexpiration of the any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.12.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company for its own account and (iii) no other shareholder of the Company is entitled to participate in such Registration. The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the Release Datedate hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for the account of shareholders of the Company for their account (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten (10) days following Business Days after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back RegistrationUnderwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after Release Date I as it relates to the 6,250,000 shares of Common Stock and Release DateDate II as it relates to the Warrant Securities, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account accounts (or by the Company and by shareholders security holders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, security holders; (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall: shall (x) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders The Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. The Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or after the date hereof and expiring on a date which is five (5) years from the date hereof.

Piggy-Back Rights. If at any time on or after Release Date I as it relates to the 10,000,000 shares of Common Stock and Release DateDate II as it relates to the Warrant Securities, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Company or (iv) for a dividend reinvestment plan, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Datedate the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders securityholders of the Company for their account (or by the Company and by shareholders securityholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurityholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction or Company (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to cause such Registrable Securities to be included in such registration Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date of this Agreement the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Purchaser for its own account or for shareholders of the Company Purchaser for their account (or by the Company Purchaser and by shareholders of the Company Purchaser including, without limitation, pursuant to Section 2.12.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing shareholders, (iii) filed in connection with a business combination transaction in which the Company’s for an offering of debt that is convertible into equity securities are issued to the security holders of the other party to the transaction Purchaser, or (iv) for a dividend reinvestment plan, then the Company shall: Purchaser shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty (20) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”” ). The Company shall use its best efforts to Purchaser shall, in good faith, cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date, date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction or , (iv) for a dividend reinvestment planplan or (v) filed pursuant to the terms of the BCA (if the offering is not an underwritten offering), then the Company shall: shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than twenty ten (2010) days before the first anticipated filing date of the Registration Statement with the Commissiondate, 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 managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may exercise its rights under this section only in the seven-year period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the Company’s initial public offering.

Piggy-Back Rights. If If, at any time on or after the Release Datedate hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for shareholders the account of stockholders of the Company for their account (or by the Company and by shareholders the stockholders of the Company including, without limitation, pursuant to Section 2.12.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing shareholdersstockholders, (iii) filed in connection with a business combination transaction in which for an offering of debt that is convertible into equity securities of the Company’s securities are issued to the security holders of the other party to the transaction , or (iv) for a dividend reinvestment plan, then the Company shall: (x) shall give written notice of such proposed filing to all of the holders Holders of Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the first anticipated filing date of the such Registration Statement with the CommissionStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten five (105) days following Business Days after receipt of such written notice (such Registration a “Piggy-Back back Registration”). The Company shall use its best efforts to shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities such Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in a customary form reasonably acceptable to with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back Registration.Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. ​