Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxhexxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time or from time to time the Company or any Holder proposed to consummate a registered offering of, or if the Company Parent proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Parent for its own 159 account or for by stockholders of the Company Parent for their own account (or by the Company Parent and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), Parent) (other than a Registration Statement (i) on Form S-4 or S-8 (or any registered offering with respect thereto) substitute or successor form that may be adopted by the Commission), (iii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the CompanyParent’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (stockholders or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan), then the Company Parent shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register such number of shares of Registrable Securities as such Persons holders may request in writing within five fifteen (515) days following receipt of such notice (a “Piggy-Piggy Back Registration”). Subject to Section 2.2.2 hereof, the Company The Parent shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such registered offering Parent and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion provisions of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration this Section 2.2 shall be subject apply to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offeringregistration.

Piggy-Back Rights. If Subject to Section 2.3.3, if the Company or any Holder proposed proposes to consummate conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, for its own 159 account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade, then the Company shall (x) give written notice of such proposed offering to all of the Sponsor and Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice of Registrable Securities the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons Holders may request in writing within five (5) days following after receipt of such written notice (such registered offering, a “Piggy-Back back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall shall, in good faith, cause such Registrable Securities to be included in such Piggy-Back back Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back back Registration to permit the Registrable Securities requested by the Sponsor or Holder Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back back Registration shall be subject to such Person’s Holder agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Underwritten OfferingOffering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering of, or if date of the Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back on the same date that the Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with Statement is declared effective by the Underwriter or Underwriters selected for such Underwritten OfferingSEC).

Piggy-Back Rights. If Subject to Section 2.4.3, if the Company or any Holder proposed proposes to consummate conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, for its own 159 account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment planplan or (vi) a Block Trade, then the Company shall (x) give written notice of such proposed offering to all of the Sponsor and Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice of Registrable Securities the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons Holders may request in writing within five (5) days following after receipt of such written notice (such registered offering, a “Piggy-Back back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall shall, in good faith, cause such Registrable Securities to be included in such Piggy-Back back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back back Registration to permit the Registrable Securities requested by the Sponsor or Holder Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back back Registration shall be subject to such Person’s Holder agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Underwritten OfferingOffering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering ofRelease Date, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such terms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (stockholders or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)debtholders, (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) for the acquisition or purchase by or combination by merger or otherwise of the Company of or with another company or business entity or partnership, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein 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 at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use 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 other Persons selling securities in such registered underwritten offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown Offering pursuant to Section 2.12.1 or Section 2.2), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 2.3.2 hereof, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 2.3.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If If, at any time on or after the Company or any Holder proposed to consummate a registered offering ofEffective Date, or if the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant Company) (including but not limited to Section 2.1any equity line of credit or other similar facility or transaction), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8 or (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten seven (107) business days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) business days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering a Piggy-Back Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offeringat prevailing market prices.

Piggy-Back Rights. If Subject to Section 2.3.3, if the Company or any Holder proposed proposes to consummate conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, for its own 159 account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade, then the Company shall (x) give written notice of such proposed offering to all of the Sponsor and Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice of Registrable Securities the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons Holders may request in writing within five (5) days following after receipt of such written notice (such registered offering, a “Piggy-Back back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall shall, in good faith, cause such Registrable Securities to be included in such Piggy-Back back Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back back Registration to permit the Registrable Securities requested by the Sponsor or Holder Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back back Registration shall be subject to such Person’s Holder agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Underwritten OfferingOffering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If at any time on or after the date the Company or any Holder proposed to consummate a registered offering of, or if consummates the Initial Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their shares of Common Stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten (10) business days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof2.2.2., the Company shall cause include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included in such Piggy-Back Registration andtherein must, if applicable, and the Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such registered offering Underwritten Offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering of, or if date of the Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering i) filed in connection with respect thereto) the Uplisting, (iii) 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 stockholdersplan on Form S-8, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment planplan or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. If at any time after thirty (30) days from the Company or any Holder proposed to consummate a registered offering of, or if date of the Closing the Company proposes to file a an S-1 or S-3 Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer a dividend reinvestment plan or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to in connection with a Registration Statement on Form S-4 (merger or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment planacquisition, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC); provided, however, that, in the good faith judgment of the managing underwriter of such offering, if the inclusion of the Sponsor’s or any Holder’s Registrable Securities would interfere with the successful marketing of the shares of stock being offered by the Company, the Registrable Securities otherwise to be included in a Piggy-Back the Registration Statement shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, reduced in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offeringmanaging underwriters’ sole discretion.

Piggy-Back Rights. If at any time during the Company or any Holder proposed to consummate a registered offering offive-year period starting on the date the Notes are converted into the Securities, or if the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to the Registration of, an underwritten public offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company includingCompany), without limitation, an Underwritten Shelf Takedown pursuant and the registration form to Section 2.1)be used may be used for the registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) registration statement (i) filed pursuant to Section 2, (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 stockholdersdirectors, (iii) pursuant to a Registration Statement on Form S-4 (members of management, employees, consultants or sales agents, distributors or similar form that relates to a transaction subject to Rule 145 under representatives of the Securities Act Company or any successor rule thereto)its direct or indirect subsidiaries or senior executives of Persons controlled by an Affiliate of the Company, (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, (vi) otherwise filed on Form S-4 or Form S-8 or any successor forms, or (vii) covering only securities proposed to be issued in exchange for securities or assets of another entity, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 underwriter or Underwriters, if any, underwriters of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”), provided that any Piggy-Back Registration relating to a registration statement requested under Section 3.1 of the Existing Registration Rights Agreement shall be subject to the written consent of holders holding at least a majority (by number of shares) of the Registrable Securities (as such term is defined in the Existing Registration Rights Agreement) proposed to be sold in such registration. Subject to Section 2.2.2 hereof, the The Company shall use commercially reasonable efforts to cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters of such Piggy-Back Registration underwriters to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All Holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. If the Company Purchaser or any Holder the Seller proposed to consummate a registered offering of, or if the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders of the Company Purchaser for their account (or by the Company Purchaser and by stockholders of the Company Purchaser including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.13), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company Purchaser or (v) for a dividend reinvestment plan, then the Company Purchaser shall (x) give written notice of such proposed offering to the Sponsor and Holders Seller as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders Seller in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 4(b) hereof, the Company Purchaser shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder Seller pursuant to this Section 2.2.1 4(a) to be included therein on the same terms and conditions as any similar securities of the Company Purchaser included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any HolderSeller’s Registrable Securities in a Piggy-Back Registration shall be subject to such Personperson’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering ofInitial Demand Date, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (stockholders or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)debtholders, (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) for the acquisition or purchase by or combination by merger or otherwise of the Company of or with another company or business entity or partnership, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration to be so included on the same terms and conditions as no less favorable than those applicable to any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. If Subject to Section 2.4.3, if the Company or any Holder proposed proposes to consummate conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, for its own 159 account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade, then the Company shall (x) give written notice of such proposed offering to all of the Sponsor and Holders of Registrable Securities as soon as practicable but in no event not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice of Registrable Securities the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons Holders may request in writing within five (5) days following after receipt of such written notice (such registered offering, a “Piggy-Back back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall shall, in good faith, cause such Registrable Securities to be included in such Piggy-Back back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back back Registration to permit the Registrable Securities requested by the Sponsor or Holder Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back back Registration shall be subject to such Person’s Holder agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Underwritten OfferingOffering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If If, at any time on or after the Company or any Holder proposed to consummate a registered offering ofdate of the Closing, or if the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, (iii) in connection with a merger or acquisition, or (iv) for the Uplist Offering, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration andregistration, if applicablesubject in the case of an underwritten offering to customary underwriter cutback provisions, and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back at prevailing market prices on the same date that the Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with Statement is declared effective by the Underwriter or Underwriters selected for such Underwritten OfferingSEC).

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering of, or if date of the Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) which is not an underwritten offering, with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer a dividend reinvestment plan or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to in connection with a Registration Statement on Form S-4 (merger or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment planacquisition, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five three (53) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back at prevailing market prices on the same date that the Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with Statement is declared effective by the Underwriter or Underwriters selected for such Underwritten OfferingSEC).

Piggy-Back Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown Offering pursuant to Section 2.12.1 or Section 2.2), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 2.3.2 hereof, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 2.3.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering of, or if Issuance Date the Company proposes to file a any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration Statement”) with respect to the Registration of, any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer a dividend reinvestment plan or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to in connection with a Registration Statement on Form S-4 (merger or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment planacquisition, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor holders of Registrable Securities appearing on the books and Holders records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such the Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (y) offer to the Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Underwritten OfferingPiggy-Back Registration.

Piggy-Back Rights. (a) If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement registers Common Stock under the Securities Act with respect to on a registration statement on Form F-1 or Form F-3 (or an equivalent general registration form then in effect) for purposes of a firm-commitment, underwritten public offering of Common Stock for the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 Company’s account or for stockholders the account of the Company for their account a third party (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown other than issuances pursuant to Section 2.1), other than a Registration Statement (any employee benefit plan or agreement or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planmerger, (ii) for an amalgamation, recapitalization, exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretotransaction), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give prompt written notice of such proposed offering to each Holder. Upon the Sponsor and Holders as soon as practicable but in no event less than ten written request of any Holder of Common Stock issued or issuable upon the exercise of Convertible Notes given within 10 days after the transmittal of any such written notice (10) days before which request shall specify the anticipated filing date number of shares of Common Stock intended to be disposed of by such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf RegistrationHolder), the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity Company will use commercially reasonable efforts to include in such registered public offering such number (i) any or all of the shares of Registrable Securities as such Persons may request in writing within five Common Stock issued upon conversion of the Convertible Notes that is then held (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included and so specified in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause request) by such Holder and (ii) the managing Underwriter or Underwriters Common Stock issuable upon conversion of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to Convertible Notes (which conversion may be included therein made contingent on the same terms and conditions as any similar securities completion of the Company included offering) held (and so specified in such registered offering and request) by such Holder, to the extent necessary to permit the sale or other disposition of such Registrable Securities Common Stock by such Holder (each Holder, also a “Seller”); provided that any participation in accordance with such offering by each Seller shall be on substantially the intended method(ssame terms as the participation of the shareholders of the Company (other than the Holders) participating in such offering or, if there are no other shareholders participating in such offering, on substantially the same terms as the Company’s participation therein, subject to Section 9(b). Any Seller shall have the right to withdraw a request to include Common Stock in any registered public offering pursuant to this Section 9(a) by giving written notice to the Company of distribution thereofits election to withdraw such request, but only if the Company receives notice of such withdrawal at least three days before it proposes to price the offering. The inclusion of the Sponsor’s Company may terminate or abandon any Holder’s Registrable Securities proposed registered public offering other than an offering undertaken pursuant to Section 8 hereof, at any time and for any reason in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offeringits sole discretion.

Piggy-Back Rights. If the Company or at any Holder proposed to consummate a registered offering of, or if time the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders by shareholders of the Company for their own account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), Company) other than a Registration Statement (i) on Form S-4 or S-8 (or any registered offering with respect thereto) substitute or successor form that may be adopted by the Commission), (iii) 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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (shareholders or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan), then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register such number of shares of Registrable Securities as such Persons holders may request in writing within five fifteen (515) days following receipt of such notice (a “"Piggy-Back Registration”"). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own 159 account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholdersshareholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such offering, 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 Sponsor and Holders in such notice the opportunity to include in such registered offering such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Piggyback Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after the Company date that is three months prior to (i) the Release Date in the case of the Private Placement Shares or any Holder proposed to consummate a registered offering of(ii) the Expected Release Date in the case of the Private Placement Warrants and the Warrant Shares, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders the account of the Company for their account USCM (or by the Company and by stockholders of the Company USCM including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (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 stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (viv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities, including but not limited to USCM, as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after the Company or any Holder proposed to consummate a registered offering ofRelease Date, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, 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 159 account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such terms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (stockholders or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)debtholders, (iv) for an offering of debt that is convertible into equity securities of the Company or Company, (v) for a dividend reinvestment plan, or (vi) for the acquisition or purchase by or combination by merger or otherwise of the Company of or with another company or business entity or partnership, then the Company shall (x) give written notice of such proposed offering filing to the Sponsor and Holders holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offeringdate, 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 Sponsor and Holders holders of Registrable Securities in such notice the opportunity to include in such registered offering register the sale of such number of shares of Registrable Securities as such Persons holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof2.2.2, the Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggy-Back Registration a proposed underwritten offering to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included therein 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 at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use 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 other Persons selling securities in such registered underwritten offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion All holders of the Sponsor’s or any Holder’s Registrable Securities in proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten OfferingPiggy-Back Registration.