Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to a Demand Registration), it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (ai) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant (i) a registration on Form S-8 or Form S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registration)direct or indirect acquisition by the Company of another Person or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act or other business combination or acquisition transaction, it will any registration statement related to the issuance or resale of securities issued in such a transaction) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice (via electronic transmission) at least 15 10 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder, which notice shall set forth offer such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(g)(ii). Upon the written request of any such Shareholder Stockholder made within 10 5 days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registeredregistered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Registering Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(g) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02(g) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.02. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (bii) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(d) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (iA) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (iiB) second, all Registrable Securities requested to be included in such registration, if any, by LMC Stockholder pursuant to this Section 2.02(g); (C) third, all Registrable Securities requested to be included in such registration by any Shareholder other Registering Stockholders pursuant to this Section 5.02 2.02(g) (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Stockholder); and (D) fourth, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (ai) If In addition to the demand right of registration described in Section 5(c) hereof, the Holder shall have the right, for a period of no more than five (5) years from the Effective Date or commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any of its Common Stock (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act (other than or pursuant to a Demand RegistrationForm S-8 or any equivalent form); provided, it will each such timehowever, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed solely in connection with such registrationany primary underwritten public offering for the account of the Company, the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (bmanaging underwriter(s) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company thatthereof shall, in its viewreasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company and the selling Shareholders intend shall be obligated to include in such registration exceeds statement only such limited portion of the Maximum Offering SizeRegistrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the Company will include holders of which are not entitled to inclusion of such securities in such registration, in registration statement or are not entitled to pro rata inclusion with the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; andRegistrable Securities. (ii) second, The Company shall bear all fees and expenses attendant to registering the Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 5(d) hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (allocated30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggyback” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders there shall be no limit on the basis number of times the Holder may request registration under this Section 5(d); provided, however, that such registration rights shall terminate on the seventh (7th) anniversary of the relative number Effective Date or commencement of shares sales of Registrable Securities so requested to be included the Offering in such registrationaccordance with FINRA Rule 5110(f)(2)(G)(v).

Piggyback Registration. (a) If Provided that the Registration Conditions have been satisfied, the Company proposes shall, at least 30 days prior to register the filing of any of its Common Stock registration statement under the Securities Act (other than pursuant to a Demand Registration), it will each such time, subject registration statement on Form S-8 or Form S-4 or any comparable or successor forms) relating to the provisions public offering of Section 5.02(b) hereofits Common Stock by the Company or any of its security holders, give prompt written notice at least 15 days prior to the anticipated of such proposed filing date and of the proposed date thereof to Almedica, and if, on or before the 20th day following the date on which such notice is given, the Company shall receive a written request from Almedica requesting that the Company include among the securities covered by such registration statement relating to some or all of the Registrable Securities, the Company shall include such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include Registrable Securities in such registration statement statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the manner and on the terms of the offering thereof set forth in such request. If the managing underwriter advises the Company in writing that the inclusion in such registration of some or all of the Registrable Securities sought to be registered by Almedica creates a substantial risk that the proceeds or price per share that will be derived from such registration will be reduced or that the number of shares to be registered at the insistence of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify Almedica, plus the number of shares of Common Stock intended sought to be disposed of registered by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act and any other stockholders of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so is too large a number to be registered; provided that (i) if such registration involves an Underwritten Public Offeringreasonably sold, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company thatthen, in its viewsuch event, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed sought to be registered for the account stockholders of the Company as would shall be reduced, pro rata in proportion to the number of shares sought to be registered to the number of shares recommended be sold by the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. With respect to any excluded or withdrawn Registrable Securities and any Registrable Securities not cause the offering covered by Almedica's request for inclusion in such registration statement, Almedica shall remain entitled to exceed the Maximum Offering Size; and (iireceive additional notices pursuant to this Section 1(c) second, until all Registrable Securities requested to be have been included in such a registration by any Shareholder statement either pursuant to Section 5.02 (allocated1(b) or 1(c) of this Agreement. Once effective, if necessary for the offering not Company shall use commercially reasonable efforts to exceed keep such registration statement continuously effective under the Maximum Offering Size, pro rata among such Shareholders on Securities Act during the basis of the relative number of shares of Registrable Securities so requested to be included in such registration)Registration Period.

Piggyback Registration. (ai) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registration)direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least 15 days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(h)(ii). Upon the written request of any such Shareholder Stockholder made within 10 days Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registeredregistered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Registering Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(h) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 5.01 hereof2.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (bii) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (iA) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (iiB) second, all Registrable Securities requested to be included in such registration by any Shareholder Registering Stockholders pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Stockholder); and (C) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by any Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder holding Registrable Securities with rights to require registration of Company Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 1.02 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement Company Securities of the same class or series of Registrable Securities as proposed to be offered in such number of shares of Common Stock as each such Shareholder may request registration (a "“Piggyback Registration"”), subject to the restrictions set forth herein. Upon the written request of any such Shareholder Stockholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f1.05(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableany other selling Stockholders, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a1.02(a) 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 such stockCompany securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof1.01. The Company will shall be liable for and pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 1.01(f) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Company Securities that the Company and the such selling Shareholders intend stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) with respect to a Public Offering by the Company for its own account: (A) first, so much such number of the Common Stock Registrable Securities proposed to be registered for the account of the Company or any Requesting Stockholder on whose account the registration is being made, if any, as would not cause the offering to exceed the Maximum Offering Size; , and (iiB) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis of the their relative number of shares ownership of Registrable Securities) requested be included in the Piggyback Registration. (ii) With respect to a Public Offering by the Company for the account of selling stockholders: (A) first, all Registrable Securities so requested to be included in such registration)registration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders based on their relative number of Registrable Securities) requested to be included in the Piggyback Registration; and (B) second, all Registrable Securities proposed to be registered for the account of the Company.

Piggyback Registration. (a) If Whenever the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to a Demand Registration)registration pursuant to Section 2.2 or Section 2.3 or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities, it whether or not for sale for its own account, the Company will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 (but in no event less than 30 days prior to before the anticipated filing date of the registration statement relating to such registration date) to all Shareholders which Designated Holders (other than Designated Holders all of whose Registrable Securities are then covered by an effective Registration Statement), and such notice shall set forth describe the proposed registration and distribution and offer to all such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request. The Company will include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon all Registrable Securities with respect to which the Company has received written request of any such Shareholder made requests for inclusion therein within 10 15 days after the Designated Holders’ receipt of the Company’s notice from the (a “Piggyback Registration”). (b) The Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect cause the registration under the Securities Act managing underwriter or underwriters of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite a proposed underwritten offering involving a Piggyback Registration to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting Registrable Securities requested to be included in the Company's registration must sell their Registrable Securities a Piggyback Registration to the underwriters selected as provided in Section 5.04(f) be included on the same terms and conditions as apply any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.4(e) hereof, the Company shall not be required to reimburse such Designated Holder for the fees and expenses referred to in Section 2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the Selling Shareholderaccount of the Company, as applicableto be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which such underwritten offering shall inform the Company and Designated Holders requesting such registration by letter of its belief that the selling Shareholders intend distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in such registration exceeds only the Maximum Offering Size, the Company will include amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority, up to the Maximum Offering Size: : (i) first, so much of the Common Stock proposed to be registered for the account of securities which the Company as would not cause the offering proposes to exceed the Maximum Offering Size; and register, and (ii) second, all Registrable Securities and securities which have been requested to be included in such registration by any Shareholder Persons entitled to exercise “piggy-back” registration rights pursuant to Section 5.02 contractual commitments of the Company (allocated, if necessary pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering not in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to exceed a contractual commitment of the Maximum Offering Size, pro rata among such Shareholders on Company is the basis of for the relative number of shares of registration, (ii) second, Registrable Securities so and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (iii) third, the securities which the Company proposes to register. (e) If, as a result of the proration provisions of this Section 2.4, any Designated Holders shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holders has requested to be included, such holder may elect to withdraw his request to include Registrable Securities in such registration). (f) The right of the Designated Holders to register Registrable Securities pursuant to this Section 2.4 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement.

Piggyback Registration. (ai) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than pursuant to a Demand Registrationregistration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of any holders of Shares, it will Options, or Convertible Securities other than Warrants and Warrant Shares, then the Company at each such time, subject to the provisions of Section 5.02(b) hereof, time shall give prompt written notice at least 15 days prior of such proposed filing to each holder of Warrants and to each holder of Registrable Securities (but in no event less then 10 Business Days before the anticipated filing date of the registration statement relating to date), and such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 offer each holder of Warrants and shall offer all Shareholders each holder of Registrable Securities the opportunity to include in such registration statement register such number of shares of Common Stock Registrable Securities as each the such Shareholder holder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of request, by notice from to the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)within 5 Business Days, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply the other Shares to the Company or the Selling Shareholder, as applicable, and be included in such offering. (ii) if, at any time after giving written If the registration of which the Company gives notice of its intention to register any stock pursuant to this Section 5.02(a6(c) and prior to is for an underwritten public offering, (x) the effective date of the registration statement filed in connection with such registration, notice provided by the Company shall determine for so state, (y) the right of any reason not holder of Registrable Securities to cause the Company to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any holders’ Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.026(c) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (biii) If Notwithstanding any other provision of this Section 6(c), if an offering for which the Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5.02 involves an Underwritten Public Offering 6(c) and (y) the managing underwriter advises the Company that, in its view, the number amount of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant offered may be excluded or reduced to Section 5.02 (allocated, if the extent necessary for to reduce the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis total amount of the relative number of shares of Registrable Securities so requested securities to be included in such registrationoffering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 6(c)(i)) and then to the Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any time by giving written notice to each holder of Warrants and each holder of Registrable Securities, whereupon the Company shall not be required to cause such proposed registration to be effected.

Piggyback Registration. (ai) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than pursuant to a Demand Registrationregistration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of any holders of Shares, it will Options, or Convertible Securities other than Warrants and Warrant Shares, then the Company at each such time, subject to the provisions of Section 5.02(b) hereof, time shall give prompt written notice at least 15 days prior of such proposed filing to each holder of Warrants and to each holder of Registrable Securities (but in no event less then 10 Business Days before the anticipated filing date of the registration statement relating to date), and such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 offer each holder of Warrants and shall offer all Shareholders each holder of Registrable Securities the opportunity to include in such registration statement register such number of shares of Common Stock Registrable Securities as each the such Shareholder holder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of request, by notice from to the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)within 5 Business Days, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply the other Shares to the Company or the Selling Shareholder, as applicable, and be included in such offering. (ii) if, at any time after giving written If the registration of which the Company gives notice of its intention to register any stock pursuant to this Section 5.02(a6(c) and prior to is for an underwritten public offering, (x) the effective date of the registration statement filed in connection with such registration, notice provided by the Company shall determine for so state, (y) the right of any reason not holder of Registrable Securities to cause the Company to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any holders’ Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.026(c) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (biii) If Notwithstanding any other provision of this Section 6(c), if an offering for which the Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5.02 involves an Underwritten Public Offering 6(c) and (y) the managing underwriter advises the Company that, in its view, the number amount of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant offered may be excluded or reduced to Section 5.02 (allocated, if the extent necessary for to reduce the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis total amount of the relative number of shares of Registrable Securities so requested securities to be included in such registrationoffering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 6(c)(i), then to the holders of Registrable Securities exercising demand registration rights, and, lastly, to the other holders of Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any time by giving written notice to each holder of Warrants and each holder of Registrable Securities, whereupon the Company shall not be required to cause such proposed registration to be effected.

Piggyback Registration. Following that date that is ninety (a90) If days after the expiration of the Non-Redemption Period, if, at any time thereafter, while any Registrable Shares are outstanding and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement applicable to Holders under Sections 3(a), 3(b) or 3(c) is not effective, the Company proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to a Demand RegistrationRule 145 of the Securities Act), it will each such timefor its own account, subject to the provisions of Section 5.02(b) hereof, Company shall give prompt written notice at least 15 days prior of such proposed filing to the anticipated filing date of Holders. The notice referred to in the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and preceding sentence shall offer all Shareholders Holders the opportunity to include in register such registration statement such number amount of shares of Common Stock Registrable Shares as each such Shareholder Holder may request (a "Piggyback Registration"). Upon Subject to the written request provisions of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)Section 4 below, the Company will use its reasonable best efforts to effect shall include in such Piggyback Registration, in the registration and qualification for sale under the Securities Act blue sky or securities laws of the various states and in any underwriting in connection therewith all shares of Common Stock Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been so requested to register given by such Shareholders, the Company to the extent requisite Holders. Holders of Registrable Shares shall be permitted to permit the disposition withdraw all or part of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, Shares from a Piggyback Registration at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and prior to the effective date of the such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration statement filed in connection with such registration, on behalf of the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, that the total number of Common Shares requested to be included in its view, such registration by the Holders and holders under similar registration rights agreements exceeds the number of shares of Common Stock which the Company and the selling Shareholders intend to include Shares that can be sold in such registration exceeds offering without impairing the Maximum Offering Sizepricing or other commercial practicality of such offering, the Company will include in such registration, registration in the following priority, up to the Maximum Offering Size: : (i) first, so much of the all Common Stock proposed to be registered for the account of Shares the Company as would not cause the offering proposes to exceed the Maximum Offering Size; and sell, (ii) second, all Registrable Securities up to the full number of applicable Common Shares requested to be included in such registration by any Shareholder pursuant holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to Section 5.02 time, by and among the Company and such holders, and (allocatediii) third, if necessary for up to the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative full number of shares of applicable Registrable Securities so Shares requested to be included in such registrationregistration by any Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to the extent necessary, Registrable Shares allocated pro rata among the Holders and such other holders on the basis of the total number of Common Shares requested to be included in such registration by all such holders). If in connection with any registration under this Section 3(d), the Common Shares to be registered will be distributed by or through one or more underwriters, then the Company will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Shares under this Section 3(d), to arrange for such underwriters to include the Registrable Shares of such Holder among the Shares to be distributed by or through such underwriters.

Piggyback Registration. (a) If If, at any time, the Company proposes determines to register any of its Common Stock under the Securities Act (other than pursuant to in connection with a Demand Registration)Public Offering of such securities, it will the Company shall, at each such time, subject to the provisions of Section 5.02(b) hereof, promptly give prompt each Stockholder written notice at least 15 of such determination no later than 30 days prior to before its intended filing with the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")SEC. Upon the written request of any such Shareholder made Stockholder received by the Company within 10 days Business Days after the receipt giving of any such notice from by the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)Company, the Company will shall use its reasonable best efforts to effect the registration cause to be registered under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares Registrable Securities of Common Stock so to such Stockholder that such Holder has requested be registered; provided registered for disposition in accordance with the Company's intended method of disposition as stated in such notice and with the underwriter selected by the Company. If the total amount of Registrable Securities that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting are to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to by the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Sizeamount of securities that the managing underwriters reasonably believe can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company will include in such registrationregistration only the number of securities which in the opinion of such underwriters can be sold in the manner described above, in the following priority, up to the Maximum Offering Sizeorder: (i) first, so much all securities of the Common Stock proposed Company to be registered offered for the account of the Company as would not cause the offering to exceed the Maximum Offering SizeCompany; and (ii) second, all the Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 registration, (allocatedor if necessary, if necessary for the offering not to exceed the Maximum Offering Size, such Registrable Securities pro rata among the Holders of such Shareholders securities based on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration). Notwithstanding the foregoing, the Company shall not be obligated to include in an initial Public Offering any Registrable Securities of any Holder if the JWC Holders do not elect to include their Registrable Securities in such a registration. If any of the Holders disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter prior to the date of pricing such offer. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. (a) If at time after the Company date hereof, the Corporation proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to a primary offering by the Corporation for its own account (other than pursuant a "rights offering" to shareholders of the Corporation) on a Demand Registration)form suitable for a secondary offering and/or a secondary offering on behalf of a shareholder of the Corporation, it then the Corporation will notify each such time, subject to Warrantholder (including for the provisions purpose of Section 5.02(bthis section 8 any subsequent holder or holders of the Warrants and/or Warrant Shares) hereof, give prompt written notice at least 15 thirty (30) days prior to the anticipated proposed filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a the "Piggyback RegistrationCorporate Notice"). Upon , specifying in the written request Corporate Notice the form of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify registration statement, the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock or other securities which the Company has been so requested proposes to register, the name of the managing underwriter or underwriters (if any), (which may be Xxxxxxxxxxx pursuant to an existing agreement with the Corporation) and the general terms and conditions of the proposed registration. Within fifteen (15) days of the Corporate Notice, any Warrantholder may deliver a notice in writing to the Corporation (the "Holder Notice") requesting that the Corporation include in such registration statement some or all of the Warrant Shares. The Corporation shall include the Warrant Shares in the registration statement, and, if any proposed sale is to be underwritten, to see that the underwriters purchase such Warrant Shares. In the event that any registration pursuant to this subsection shall be, in whole or in part, an underwritten offering of securities of the Corporation, any request by a Warrantholder pursuant to this subsection to register by the Warrant Shares must specify that such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting are to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the securities, if any, otherwise being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter or underwriters of such offering request in writing, at least fifteen (15) days prior to the Company date that the registration statement becomes effective, that part or all of the Selling ShareholderWarrant Shares be excluded from the registration statement on the ground that the inclusion of such Warrant Shares with the securities which the other shareholders and the Corporation propose to include in such offering will materially adversely affect the success of the offering or offering price of the Common Stock being sold, certain of the securities, including such Warrant Shares, will be excluded from the registration statement as applicableset forth below in this subsection. If the underwriters agree to purchase any or all of the Warrant Shares, the Warrantholders will enter into an underwriting agreement with the underwriters and (ii) ifwill sell such Warrant Shares to the underwriters unless and except to the extent that, at any time after giving upon written notice of its intention to register any stock pursuant to this Section 5.02(a) the Corporation and the managing underwriter or underwriters at least two days prior to the effective date of the registration statement filed in connection with statement, any such registrationWarrantholder withdraws any portion of such Warrant Shares. If the underwriters elect to reduce the amount of securities to be offered and thereby purchase less than all of the Warrant Shares, such reduction of Warrant Shares to be purchased by the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, underwriter shall be relieved made pro rata among the aggregate of its obligation to register any Registrable Securities Warrant Shares that were included in connection with such registration. No registration effected the timely requests from Warrantholders under this Section 5.02 shall relieve subsection 8.1 and the Company shares of its obligations other holders of the Corporation's securities with piggyback registration rights who exercised their rights to effect a Demand Registration to participate in the subject registration statement. To the extent required Warrant Shares held by Section 5.01 hereofthe Warrantholders are so reduced, such shares will be excluded from the registration statement. The Company will pay all Registration Expenses Warrantholders shall have no right to participate in connection with each registration the selection of Registrable Securities requested the underwriters for the offering pursuant to this Section 5.02subsection. The rights granted in this subsection 8.1 shall expire five (5) years after the date hereof. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If In the Company event that MSCI at any time after the Initial Public Offering Date proposes to register any of its Common Stock Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, “Other Securities”) under the Securities Act (other than pursuant Act, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to a Demand Registration)the public under the Securities Act, it will shall at each such timetime give, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 30 days prior to the anticipated filing date of the registration statement relating to such registration registration, written notice to all Shareholders which notice shall set forth each Holder of Registrable Securities of its intention to do so and of the rights of such Shareholders' rights Holder under this Section 5.02 3.02. Subject to the terms and conditions hereof, such notice shall offer all Shareholders each such Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "“Piggyback Registration"”). Upon the written request of any such Shareholder Holder made within 10 15 days after the receipt of MSCI’s notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will MSCI shall use its reasonable best efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company MSCI has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition of the shares of Common Stock so to be registeredPiggyback Registration; provided that provided, that: (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (iia) if, at any time after giving such written notice of its intention to register any stock pursuant to this Section 5.02(a) Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company MSCI shall determine for any reason not to register such stockthe Other Securities, the Company shall MSCI may, at its election, give written notice of such determination to all such Shareholders and, thereupon, Holders and thereupon MSCI shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registration. No registration effected under this Section 5.02 Other Securities; provided, that, such determination by MSCI shall relieve not prejudice the Company rights of its obligations the Holders of Registrable Securities to effect immediately request a Demand Registration to the extent required by in accordance with Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.3.01; (b) If a if the registration pursuant referred to in the first sentence of this Section 5.02 involves 3.02 is to be an Underwritten Public Offering underwritten registration on behalf of MSCI (an “MSCI Piggyback”) and MSCI is advised in writing that the managing underwriter advises the Company that, in its view, the number inclusion of shares all or a part of Common Stock which the Company and the selling Shareholders intend to include such Registrable Securities in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to would be registered for the account of the Company as would not cause the offering likely to exceed the Maximum Offering Size; and , MSCI shall include in such registration: (i) first, all Other Securities MSCI proposes to sell for its own account and (ii) second, the number of securities (including Registrable Securities) that such underwriters advise can be so sold without adversely affecting such offering, allocated pro rata among the holders, other than MSCI, of Other Securities (the “Other Holders”) and the Holders of Registrable Securities on the basis of the number of securities requested in accordance with this Section 3.02 to be included therein by each Other Holder and each Holder of Registrable Securities; provided, that, in the event that the Maximum Offering Size is less than all of such Registrable Securities requested to be included in such offering, any Xxxxxx Xxxxxxx Entity may withdraw its request for a Piggyback Registration and 90 days subsequent to the effective date of the registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary statement for the offering not registration of such Other Securities request a Demand Registration in accordance with Section 3.01; (c) if the registration referred to in the first sentence of this Section 3.02 is to be an underwritten secondary registration on behalf of Other Holders (a “Demand Piggyback”) and MSCI is advised in writing that the inclusion of such additional securities in such registration would be likely to exceed the Maximum Offering Size, MSCI shall include in such registration the number of additional securities (including Registrable Securities) that such underwriters advise can be so sold without adversely affecting such offering, allocated pro rata among such Shareholders the Other Holders and the Holders of Registrable Securities on the basis of the relative number of shares securities (including Registrable Securities) requested in accordance with this Section 3.02 to be included therein by each Other Holder and each Holder of Registrable Securities; provided, that, in the event that the Maximum Offering Size is less than all of such Registrable Securities so requested to be included in such registration)offering, any Xxxxxx Xxxxxxx Entity may withdraw its request for a Piggyback Registration and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request a Demand Registration in accordance with Section 3.01; (d) MSCI shall not be required to effect a Piggyback Registration incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; (e) no registration of Registrable Securities effected under this Section 3.02 shall relieve MSCI of its obligation to effect a Demand Registration; and (f) the right to effect a Piggyback Registration shall terminate on the tenth anniversary of this Agreement.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to any class of Company Securities issuable upon exercise of employee options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, whether or not for sale for its own account (including pursuant to a Demand RegistrationSection 2.1 or Section 2.2), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 2.3 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.3(b). Upon the written request of any such Shareholder Stockholder made within 10 days ten (10) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registeredregistered in accordance with the plan of distribution intended by the Company for such registration statement; provided provided, that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Registering Holders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.5(f) on the same terms and conditions as apply to the Company or (or, if the Selling ShareholderCompany is not offering any Company Securities, as applicable, the Persons on whose behalf the registration was initially undertaken) and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.3(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Registering Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.3 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 5.01 hereof2.1 or Section 2.2. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.1(e) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such Registering Holders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company or for the account of the Person for whom the Company is registering securities as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Registering Holders pursuant to this Section 5.02 2.3 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Registering Holders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Registering Holder); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If at any time after the First Public Offering the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor forms, relating to Company Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 10 days 15 Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f5.04(f)(i) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), provided, that, the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Piggyback Registration on a basis other than a pro rata basis if, in the reasonable opinion of such underwriter, selection on such other basis, or inclusion of such shares, would be material to the success of the offering, and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If In the Company event that Xxxxxxx at any time after the Initial Public Offering Date proposes to register any of its Common Stock Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, “Other Securities”) under the Securities Act (other than pursuant Act, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to a Demand Registration)the public under the Securities Act, it will shall at each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days prior to the anticipated filing date each Holder of Registrable Securities of its intention to do so and of the registration statement relating to rights of such registration to all Shareholders which notice shall set forth such Shareholders' rights Holder under this Section 5.02 3.2. Subject to the terms and conditions hereof, such notice shall offer all Shareholders each such Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder Holder made within 10 15 days after the receipt of Xxxxxxx’x notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will Xxxxxxx shall use its reasonable best efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company Xxxxxxx has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition (in accordance with such intended method of disposition thereof) of the shares of Common Stock Registrable Securities so requested to be registered; provided that provided, that: (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (iia) if, at any time after giving such written notice of its intention to register any stock pursuant to this Section 5.02(a) Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Xxxxxxx shall determine for any reason not to register such stockthe Other Securities, the Company shall Xxxxxxx may, at its election, give written notice of such determination to all such Shareholders and, thereupon, Holders and thereupon Xxxxxxx shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registration. No Other Securities, without prejudice, however, to the rights of the Holders of Registrable Securities immediately to request that such registration be effected as a registration under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration 3.1 to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.permitted thereunder; (b) If a if the registration pursuant referred to in the first sentence of this Section 5.02 involves 3.2 is to be an Underwritten Public Offering underwritten registration on behalf of Xxxxxxx, and the managing underwriter a nationally recognized investment banking firm selected by Xxxxxxx advises the Company Xxxxxxx in writing that, in its such firm’s good faith view, the number all or a part of shares of Common Stock which the Company such Registrable Securities cannot be sold and the selling Shareholders intend to include inclusion of all or a part of such Registrable Securities in such registration exceeds would be likely to have an adverse effect upon the Maximum Offering Sizeprice, timing or distribution of the Company will offering and sale of the Other Securities then contemplated, Xxxxxxx shall include in such registration, in the following priority, up to the Maximum Offering Size: : (i) first, so much of the Common Stock proposed all Other Securities Xxxxxxx proposes to be registered sell for the its own account of the (“Company as would not cause the offering to exceed the Maximum Offering Size; and Securities”), (ii) second, all up to the full number of Registrable Securities held by Holders constituting Xxxxxx Entities that are requested to be included in such registration (Registrable Securities that are so held being sometimes referred to herein as “Holder Securities”) in excess of the number of Company Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be sold without adversely affecting such offering (and (x) if such number is less than the full number of such Holder Securities, such number shall be allocated by any Shareholder pursuant Xxxxxx among such Xxxxxx Entities and (y) in the event that such investment banking firm advises that less than all of such Holder Securities may be included in such offering, such Xxxxxx Entities may withdraw their request for registration of their Registrable Securities under this Section 3.2 and 90 days subsequent to Section 5.02 (allocated, if necessary the effective date of the registration statement for the offering not registration of such Other Securities request that such registration be effected as a registration under Section 3.1 to exceed the Maximum Offering Sizeextent permitted thereunder), pro rata among such Shareholders on (iii) third, up to the basis of the relative full number of shares of Registrable Securities so held by Holders (other than Xxxxxx Entities) of Registrable Securities that are requested to be included in such registrationregistration in excess of the number of Company Securities and Holder Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Registrable Securities, such number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder and (y) in the event that such investment banking firm advises that less than all of such Registrable Securities may be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under this Section 3.2 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 3.1 to the extent permitted thereunder) and (iv) fourth, up to the full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and Registrable Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and, if such number is less than the full number of such Other Securities, such number shall be allocated pro rata among the holders of such Other Securities (other than Company Securities) on the basis of the number of securities requested to be included therein by each such Holder); (c) if the registration referred to in the first sentence of this Section 3.2 is to be an underwritten secondary registration on behalf of holders of Other Securities (the “Other Holders”), and the lead underwriter or managing underwriter advises Xxxxxxx in writing that in their good faith view, all or a part of such additional securities cannot be sold and the inclusion of such additional securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Other Securities then contemplated, Xxxxxxx shall include in such registration the number of securities (including Registrable Securities) that such underwriters advise can be so sold without adversely affecting such offering, allocated pro rata among the Other Holders and the Holders of Registrable Securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and each Holder of Registrable Securities; provided, that if such registration statement is to be filed at any time after a Xxxxxx Ownership Reduction, if such Other Holders have requested that such registration statement be filed pursuant to demand registration rights granted to them by Xxxxxxx, Xxxxxxx shall include in such registration (i) first, Other Securities sought to be included therein by the Other Holders pursuant to the exercise of such demand registration rights, (ii) second, the number of Holder Securities sought to be included in such registration in excess of the number of Other Securities sought to be included in such registration by the Other Holders which in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Holder Securities, such number shall be allocated by Xxxxxx among such Xxxxxx Entities and (y) in the event that such investment banking firm advises that less than all of such Holder Securities may be included in such offering, such Xxxxxx Entities may withdraw their request for registration of their Registrable Securities under this Section 3.2 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 3.1 to the extent permitted thereunder) and (iii) third, the number of Registrable Securities sought to be included in such registration by Holders (other than Xxxxxx Entities) of Registrable Securities in excess of the number of Other Securities and the number of Holder Securities sought to be included in such registration which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Registrable Securities, such number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder and (y) in the event that such investment banking firm advises that less than all of such Registrable Securities may be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under this Section 3.2 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 3.1 to the extent permitted thereunder); (d) Xxxxxxx shall not be required to effect any registration of Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (e) no registration of Registrable Securities effected under this Section 3.2 shall relieve Xxxxxxx of its obligation to effect a registration of Registrable Securities pursuant to Section 3.1.

Piggyback Registration. (a) If If, during the term of this Agreement, the Company at any time proposes to register file a registration statement with respect to any class of equity securities, other than for the registration of securities for sale on a continuous or delayed basis pursuant to Rule 415, whether (i) for its Common Stock under the Securities Act own account (other than in connection with the Registration Statement contemplated by Section 3 hereof or a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), and other than in connection with (x) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (y) a Demand Registrationdividend reinvestment plan), it will each such timeor (ii) for the account of a holder of securities of the Company pursuant to demand registration rights granted by the Company in a manner and on terms which satisfy the requirements of, subject and only to the provisions extent permitted by Section 5(d)(ii) of Section 5.02(b) hereofthe Securities Purchase Agreement (a "Requesting Securityholder"), then the Company shall in each case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least 15 thirty (30) days prior to before the anticipated filing date of the any such registration statement relating by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to all Shareholders have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice (which notice request shall set forth such Shareholders' rights under this Section 5.02 the amount of Registrable Securities for which registration is requested), and the Company shall offer all Shareholders the opportunity use its best efforts to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering reasonably advises the Company that the total amount or kind of securities which the Company, the Holders of Registrable Securities and any other Persons or entities intended to be included in such registration)proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of any person intended to be included in the proposed offering, other than the Company, the Requesting Securityholders and the Holders of Registrable Securities, shall be reduced (to zero if necessary) to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters, and if such reduction is not sufficient, then the amount or kind of securities to be offered for the accounts of the Requesting Securityholders and the Holders of Registrable Securities shall be reduced pro rata, based on the aggregate number of securities to be offered for the accounts of all Requesting Securityholders and all Holders of Registrable Securities, before any reduction in the number or kind of securities to be offered by the Company. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Holder or Holders of the Registrable Securities.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form X-0, X-0 or F-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 5.01 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 5.01(b). Upon the written request of any such Shareholder made within 10 days 15 Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Principal Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a5.01(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; , and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to Section 5.02 5.01 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each).

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock file a registration statement under the Securities Act or consummate a Takedown Offering with respect to an offering of Equity Interests after the Lock-Up End Date and before the Registration Rights Termination Date for (a) the Company’s own account (other than pursuant to a Demand RegistrationRegistration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Equity Interests (other than Holder), it will each such timeother than any Market Offering Registration Statement, subject to then the provisions of Section 5.02(b) hereof, Company shall give prompt written notice at least 15 of such proposed filing or Takedown Offering to Holder as soon as practicable (but in no event less than 10 days prior to before the anticipated filing date date). Upon a written request, given by Holder to the Company within 4 days after delivery of any such notice by the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity Company, to include Registrable Securities in such registration statement such number of shares of Common Stock or Takedown Offering, as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company applicable (which request shall specify the number of shares of Common Stock intended Registrable Securities proposed to be disposed of by included in such Shareholderregistration or Takedown Offering, as applicable), the Company will use its reasonable best efforts shall, subject to effect the registration under the Section 2.03, include all such requested Registrable Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if in such registration involves an Underwritten Public or Takedown Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) applicable, on the same terms and conditions as apply applicable to the Company Company’s or such holder’s shares of Common Stock (or, in the Selling Shareholderevent of an offering of Equity Interests other than Common Stock, on terms as applicablecommercially comparable as practicable) (a “Piggyback Registration”); provided, and (ii) ifhowever, that if at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) such proposed filing or Takedown Offering, as applicable, and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, or the consummation of such Takedown Offering, as applicable, the Company shall determine for any reason not to register such stockproceed with the proposed registration or disposition, as applicable, of the Equity Interests, then the Company shall may, at its election, give written notice of such determination to all such Shareholders Holder and, thereupon, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company , or dispose of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses any Registrable Securities in connection with each registration of Registrable Securities requested such Takedown Offering, as applicable. Holder shall, subject to Section 2.04(b), enter into an underwriting agreement with the Underwriter or Underwriters selected by the Company with respect to any Common Stock sold by Holder pursuant to this Section 5.022.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person (including a Demand Registration by a Sponsor), but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities by a Sponsor pursuant to a Demand Shelf Registration, which shall be governed by the terms of Section 4.03, (ii) a registration on a Form S-4 in connection with a direct or indirect acquisition by the Company of another Person, (iii) a registration on a Form S-8, or (iv) the IPO (unless the Sponsors are participating therein as selling equityholders), it will the Company shall at each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 ten (10) days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders each Shareholder holding Registrable Securities hereunder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 4.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such number Registration Statement all or any portion of shares of Common Stock as each the Registrable Securities held by such Shareholder may request (a "“Piggyback Registration"”), subject to the restrictions set forth herein, including the second to last proviso in Section 4.01(a)(ii) above. Upon the written request of any such Shareholder made within 10 ten (10) days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersShareholders (subject to the last proviso of Section 4.01(a)(ii) above) with rights to require registration of Registrable Securities hereunder, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided provided, that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f4.05(f) on the same terms and conditions as apply to the Company or the Selling Shareholderany other selling equityholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as applicableto (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (i) such Person’s power and authority to effect such transfer, and (ii) ifsuch matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If, at any time after giving written notice of its intention to register any stock Registrable Securities pursuant to this Section 5.02(a4.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine decide for any reason and in its sole and absolute discretion not to register such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 4.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof4.01. The Company will shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration of Registrable Securities requested pursuant to this Section 5.02is effected. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the all selling Shareholders intend equityholders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to common shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder (each a “Piggyback Stockholder”), which notice shall set forth such Shareholders' Piggyback Stockholder’s rights under this Section 5.02 1.02 and shall offer all Shareholders such Piggyback Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Piggyback Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 1.02(b). Upon the written request of any such Shareholder Piggyback Stockholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderPiggyback Stockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersPiggyback Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Piggyback Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f1.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableany other selling stockholders, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a1.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof1.01. The Company will shall be liable for and pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 1.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Company Securities that the Company and the such selling Shareholders intend Piggyback Stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) with respect to a Public Offering by the Company for its own account: (1) first, so much such number of the Common Stock Registrable Securities proposed to be registered for the account of the Company Company, if any, as would not cause the offering to exceed the Maximum Offering Size; , and (ii2) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis of the their relative number of shares of Registrable Securities so requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Stockholders), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter). (ii) With respect to a Public Offering by the Company for the account of selling stockholders: (1) first, all Registrable Securities requested to be included in such registrationregistration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Stockholders), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter), and (2) second, all Registrable Securities proposed to be registered for the account of the Company.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock equity securities under the Securities Act (other than pursuant to Section 2.01 hereof and other than (i) a Demand Registrationregistration on Form S-4 related to a merger, business acquisition or business combination involving the Company, (ii) a registration on Form S-8 relating to a Company equity compensation plan for directors or employees of the Company and its subsidiaries, (iii) a registration on Form S-2 relating to shares issued prior to the date of this Agreement, or relating to shares issuable upon exercise of incentive stock options, in each case, issued to the Company’s agents under the Company’s incentive compensation plans for agents of the Company and its subsidiaries or (iv) a registration on Form S-3 filed as contemplated by that certain registration rights letter agreement executed by the Company pursuant to the MH Merger Agreement and covering exclusively shares of Common Stock issued pursuant to the MH Merger Agreement), it will the Company shall at each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 21 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Holder, which notice shall set forth offer such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Holder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such number of shares of Common Stock as each such Shareholder may request Holder (a "“Piggyback Registration"”), subject to the limitations set forth herein. Upon the written request of any such Shareholder Holder made within 10 14 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderHolder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersHolders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten Public Offeringunderwritten public offering, all such Shareholders Holders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to other selling stockholders, to the extent applicable to the Holders (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in such transaction) and consistent with the provisions of this Agreement (including Sections 2.06, 2.07, 2.08 and 2.09 hereof); provided, however, that no such Holder shall be required to make any representations or the Selling Shareholderwarranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of its Registrable Securities to be transferred free and clear of all liens, as applicableclaims and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iiiii) ifsuch matters as may be reasonably requested pertaining to such Person’s compliance with securities laws; provided further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in proportion thereto, and provided further, that such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such offering. If, at any time after giving written notice pursuant to this Section 2.02(a) of its intention to register any stock pursuant to this Section 5.02(a) shares 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 such stockshares, the Company shall give written notice to all such Shareholders Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration registration to the extent required by Section 5.01 2.01 hereof. The Company will shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration of Registrable Securities requested pursuant to this Section 5.02is effected. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten Public Offering underwritten public offering (for the avoidance of doubt, other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) hereof shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which that the Company and the selling Shareholders intend Holders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Piggyback Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size: (i) first, so much such number of the Common Stock shares proposed to be registered for the account of the Company Company, if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; (ii) second, such number of shares owned by Persons exercising “demand” registration rights with respect to such registration (which rights shall not have been granted in violation of this Agreement), if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; and (iiiii) secondthird, all Registrable Securities requested to be included in such registration by any Shareholder Holders pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among such Shareholders Holders based on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationthe Piggyback Registration).

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Shares under the Securities Act (other than pursuant to (i) a Demand Registration)Shelf Registration for Shareholders, it which will each such time, be subject to the provisions of Section 5.02(b2.03, provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) hereofa registration on Form X-0, X-0 or S-3D, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 15 days ten Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(b). Upon the written request of any such Shareholder made within 10 seven days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its all reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (iA) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriters, on the same terms and conditions as apply to the Company or the Selling Shareholderholders of Common Stock (other than the Shareholders) that have demanded such Piggyback Registration, as applicable, and (iiB) if, at any time after giving written notice of its intention to register any stock Common Shares pursuant to this Section 5.02(a) 2.02 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.03. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i1) first, so much of the Common Stock Shares proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size; and, (ii2) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), and (3) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any Company Securities (whether for its own account or for the account of its Common Stock other holders) under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account or for the account of another Person, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which written notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.01 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.01(b). Upon the written request of any such Shareholder made within 10 days ten Business Days after the receipt of written notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its all reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided provided, however, that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a) 2.01 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering (the “Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size; and, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to this Section 5.02 2.01 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (ai) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or Form S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registration)direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice (via electronic transmission) at least 15 days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder, which notice shall set forth offer such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(h)(ii). Upon the written request of any such Shareholder Stockholder made within 10 days Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registeredregistered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Registering Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(h) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02(h) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.02. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (bii) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(d) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (iA) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (iiB) second, all Registrable Securities requested to be included in such registration by any Shareholder Registering Stockholders pursuant to this Section 5.02 2.02(h) (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Stockholder); and (C) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form X-0, X-0 or F-4, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will each such timewhether or not for sale for its own account, subject the Company shall promptly notify the Stockholder in writing of its intention to the provisions of Section 5.02(b) hereofdo so, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders the Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as each such Shareholder those proposed to be registered as the Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(b). Upon the written request of any such Shareholder the Stockholder made within 10 days ten (10) Business Day after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholderthe Stockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by such Shareholdersthe Stockholder, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided that (i1) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration Stockholder must sell their its requested Registrable Securities to the underwriters selected as provided in Section 5.04(f2.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableCompany, and (ii2) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.2(a) 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 such stocksecurities, the Company shall promptly give written notice to all such Shareholders the Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(c) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such stockholders who intend to include be included in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such of the Stockholder and other stockholders who have demand registration by any Shareholder pursuant to Section 5.02 rights (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders the Stockholder and any other stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each); and (iii) third, all Registrable Securities requested to be included in such registration by any stockholders, who do not have demand registration rights (allocated, if necessary for the offering not to exceed the Maximum Offering Size).

Piggyback Registration. (a) If the Surviving Company proposes to register in an underwritten offering any of its Surviving Company Voting Common Stock under the Securities Act for sale to the public (other than pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public, or in connection with an Underwritten Demand RegistrationStatement), each such time it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior the applicable address of record to the anticipated filing date each Holder of the registration statement relating Registrable Shares of its intention to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")do so. Upon the written request of any of such Shareholder made Holders of the Registrable Shares, given within 10 days ten Business Days after receipt by such Person of such notice, the receipt Surviving Company shall, subject to the limits contained in this Section 6, use its commercially reasonable efforts to cause all such Registrable Shares of notice from the Company (which request shall specify the number of shares of Common Stock intended requesting Holders to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration registered under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholdersand qualified for sale under any state securities or “blue sky” law, to the extent requisite required to permit the such sale or other disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling ShareholderShares; provided, as applicablehowever, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and that if the managing underwriter advises the Company that, in its view, of such offering determines that the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed securities sought to be registered for offered should be limited due to market conditions, then the account number of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested securities to be included in such registration underwritten public offering shall be reduced to a number deemed necessary by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of managing underwriter. Any shares of Registrable Securities so requested eligible to be included pursuant to this Section 6 will be excluded in the following order of priority: (a) Surviving Company Voting Common Stock held by any shareholders not having any such registration)contractual, incidental “piggyback” registration rights, (b) Surviving Company Voting Common Stock held by any shareholders having contractual, incidental “piggyback” registration rights pursuant to an agreement other than this Agreement, and (c) a portion of the Registrable Shares sought to be included by the Holders thereof as determined pro rata based upon the aggregate number of Registrable Shares held by such Holders.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock or any equity securities exercisable for, convertible into or exchangeable for Common Stock under the Securities Act Act, whether or not for sale for its own account (other than pursuant to a Demand Registrationthe "COMPANY SECURITIES"), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each such time it will promptly deliver a Registration Notice to each such timeHolder, subject to which Registration Notice will describe the provisions rights of each Holder under this Section 5.02(b) hereof5.2, give prompt written notice at least 15 20 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which registration. Such notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders each Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities held by such Holder as each such Shareholder Holder may request (a "Piggyback Registration")request. Upon the written request of any the Holders requesting Registrable Securities to be registered pursuant to such Shareholder registration statement (collectively, the "PIGGYBACK SECURITIES"), made within 10 days after the receipt of notice from the Company (Company's Registration Notice, which request shall specify the number of shares of Common Stock Piggyback Securities intended to be disposed of by such Shareholder)of, the Company will use its reasonable best efforts to effect effect, in connection with the registration of the Company Securities, the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such ShareholdersPiggyback Securities, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the shares of Common Stock so to be registered; Piggyback Securities, provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Registrable Security under the Securities Act (other than pursuant to (i) a Demand Shelf Registration), it which will each such time, be subject to the provisions of Section 5.02(b2.03; provided, however, that any Underwritten Takedown will be subject to this Section 2.02, (ii) hereofa registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with an exchange offer or a direct or indirect acquisition by the Company of another Person, (iii) a registration relating to a rights offering to the Company’s existing security holders or (iv) a shelf registration for a primary offering by the Company pursuant to Rule 415 under the Securities Act), whether or not for sale for its own account (a “Piggyback Registration”), the Company each such time shall give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "Piggyback Registration"subject to the provisions of Section 2.02(b). Upon the written request of any such Shareholder made within 10 days seven (7) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its all commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided provided, however, that (ix) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.04(f) on the same terms and conditions as apply to the Company or the Selling Requesting Shareholder, as applicable, and (iiy) if, at any time after giving written notice of its intention to register any stock Registrable Security pursuant to this Section 5.02(a2.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.03. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), and (iii) third, any securities proposed to be registered for the account of any other Person with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form X-0, X-0 or F-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each of the Preferred Stockholders, BSC, the holder of the Pinnacle Preferred Stock Warrants and the Founders, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 4.02 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 4.02(b). Upon the written request of any such Shareholder Stockholder made within 10 days 15 Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f4.04(f)(i) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Stockholders, as applicable, applicable and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a4.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 4.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof4.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling Shareholders such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; , and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Stockholders pursuant to Section 5.02 4.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each).

Piggyback Registration. (a) If If, at any time or times, the Company proposes determines (or is required as a result of a Demand Registration) to register file with the SEC a registration statement covering any Shares, other than Shares or other securities of the Company which are issuable in an offering (i) to officers or employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, or (ii) in connection with the acquisition of another Person’s business (whether by acquisition of stock or assets, merger, consolidation or other similar transaction) or the formation of a joint venture, in each case by the Company or any of its Common Stock Subsidiaries (a “Piggyback Event”), the Company shall (promptly after the filing of such registration statement with the SEC) notify each Securityholder in writing of such registration statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws and the Securities Act names of the proposed underwriters, if any, of the Public Offering). If one or more of such Securityholders requests the Company in writing, within fifteen (15) days of the receipt of such notification from the Company, to include in such registration statement any of such Securityholder’s Shares, then, subject to the remaining provisions hereof, the Company shall use reasonable efforts to include those Shares in the registration statement and to have the registration statement declared effective. Each such request by a Securityholder shall specify the whole number of Shares intended to be offered and sold by each such Securityholder, shall express each such Securityholder’s present intent to offer such Shares for distribution, shall (subject to the provisions of Section 6.1(c)), if the Company has not arranged for a plan of distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of each such Securityholder to provide all such information and materials and take all such action as may be reasonably requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company may elect in its sole discretion, at any time prior to the effectiveness of the registration statement (other than a registration statement filed pursuant to a Demand Registration), it will each not to proceed with the registration which is the subject of such time, notice. The obligations of the Company under this Section 6.1(b) are subject to the provisions of Section 5.02(b) hereoflimitations, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall conditions and qualifications set forth such Shareholders' rights under this Section 5.02 in Sections 6.1(a) and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"c). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)Any Securityholder may elect, the Company will use in its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholderssole discretion, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at withdraw from any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with a Piggyback Event by delivering written notice of such registration, withdrawal to the Company shall determine for any reason prior to the effectiveness of the registration statement. If a Securityholder decides not to register include (or is precluded from including) all of his, her or its Shares in any registration statement filed by the Company, such stock, Securityholder will nevertheless continue to have the Company shall give written notice right under this Section 6.1(b) to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities include Shares in a registration statement filed in connection with such registration. No registration effected under this Section 5.02 shall relieve a future Piggyback Event, all upon the Company of its obligations to effect a Demand Registration terms and subject to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses conditions as set forth in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Agreement. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).”

Piggyback Registration. (a) If If, following the occurrence of the Registration Trigger, the Company proposes or is required to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Equity Securities solely for its own account (other than (i) a registration statement filed pursuant to Section 3.1, (ii) a Demand Registrationregistration statement filed pursuant to Section 3.2, (iii) a registration statement on Form S-4 or any successor thereto, (iv) a registration statement covering securities convertible into or exercisable or exchangeable for Equity Securities or (v) a registration statement covering an offering of securities solely to the existing holders of Company Equity Securities or otherwise in connection with any offer to exchange securities), it will each such time, subject to then the provisions of Section 5.02(b) hereof, Company shall give prompt written notice of such proposed filing at least 15 20 days prior to before the anticipated filing date of (the registration statement relating “Piggyback Notice”) to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and each Shareholder. The Piggyback Notice shall offer all Shareholders each Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities (for purposes of Common Stock Section 3.3, “Registrable Securities” shall be deemed to mean solely securities substantially similar to those proposed to be offered by the Company for its own account) as each such Shareholder they may request (a "“Piggyback Registration"”). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended Subject to be disposed of by such ShareholderSection 3.3(b), the Company will use its reasonable best efforts shall include in each such Piggyback Registration all Registrable Securities with respect to effect the registration under the Securities Act of all shares of Common Stock which the Company has received written requests for inclusion therein within 15 days after notice has been so requested given to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling each Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much any of the Common Stock proposed Registrable Securities to be registered for pursuant to the account of the Company as would not cause the offering registration giving rise to exceed the Maximum Offering Size; and (ii) secondeach Shareholder’s rights under this Section 3.3 are to be sold in an underwritten public offering, each Shareholder shall be permitted to include all Registrable Securities requested to be included in such registration by in such offering on the same terms and conditions as any Shareholder other Registrable Securities, if any, of the Company included therein; provided that if such offering is subject to an Offering Limitation, then there shall be included in such offering: (i) first, the dollar amount of securities of any holder of Other Securities who has initiated the Piggyback Registration pursuant to Section 5.02 any contractual registration rights with the Company, (allocatedii) second, if necessary for the offering not dollar amount of securities the Company proposes to exceed sell that in the Maximum Offering Size, pro rata among such Shareholders on the basis opinion of the relative number managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of shares such offering of the securities referred to in clause (i) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (ii), and (iii) third, the dollar amount of Registrable Securities so requested to be included in such registrationregistration by each participating Demand Member (and any Other Securities requested to be included therein by the holders thereof) that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i) or (ii) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (iii), and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the holders of all such securities (including the Registrable Securities of each Demand Member) on the basis of the dollar amount of such securities of the Company owned by each such holder. (c) The Company may select, in its sole discretion, one or more underwriters to administer any offering of Registrable Securities pursuant to a Piggyback Registration. In connection with any underwritten public offering pursuant to a Piggyback Registration, each participating Shareholder agrees to enter into a customary underwriting agreement with the Company and the underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the participating Shareholders and the underwriters (it being understood that each participating Shareholder shall not be required to make any representations and warranties other than with respect to itself, its ownership of the Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such Piggyback Registration, and any such indemnity shall be limited in amount to the net proceeds of such Piggyback Registration actually received by such participating Shareholder). Each participating Shareholder and the Company agree that all decisions under this Section 3.3 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to clause (ii) or (iii) of Section 3.3(b)) shall be made in the sole discretion of the managing or lead underwriter(s) selected by the Company. (d) In the event that the Company gives each Shareholder notice of its intention to effect an offering pursuant to a Piggyback Registration and subsequently declines to proceed with such offering, the participating Shareholders shall have no rights in connection with such offering; provided, however, that at the request of any Shareholder, the Company shall proceed with such offering, subject to the other terms of this Agreement, with respect to the Registrable Securities, which registration shall be deemed to be a Demand Registration for all purposes hereunder. Each participating Shareholder shall participate in any offering of Registrable Securities pursuant to a Piggyback Registration in accordance with the same plan of distribution for such Piggyback Registration as the Company or the holder or holders of Registrable Securities (or similar Equity Securities) that proposed such Piggyback Registration, as the case may be. (e) No registration of Registrable Securities effected pursuant to a request under this Section 3.3 shall be deemed to have been effected pursuant to Section 3.1 and Section 3.2 or shall relieve the Company of its obligations under Section 3.1 or Section 3.2.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock the equity securities issued by it under the Securities Act (other than pursuant a registration relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person on Form S-8 or S-4, or any successor or similar forms), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder (so long as such Shareholder is then an Eligible Shareholder), which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as each those proposed to be registered as such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(b) and the Public Offering Limitations. Upon the written request of any such Shareholder (if such Shareholder is then an Eligible Shareholder) made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such other Shareholders, to the extent requisite necessary to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten Public Offeringunderwritten public offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof3.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; , and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders who are Eligible Shareholders pursuant to Section 5.02 2.02 and all securities contractually required to be registered for the account of any other Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders and such other Persons on the basis of the relative number of shares of Registrable Securities or such other Company Securities so requested to be included in such registrationregistration by each such Shareholder and such other Person), and (iii) third, any Company Securities proposed, but not contractually required, to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Piggyback Stockholder, which notice shall set forth such Shareholders' Piggyback Stockholder’s rights under this Section 5.02 1.02 and shall offer all Shareholders such Piggyback Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Piggyback Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 1.02(b) and the Public Offering Limitations. Upon the written request of any such Shareholder Piggyback Stockholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderPiggyback Stockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersPiggyback Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Piggyback Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f1.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableany other selling stockholders, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a1.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof1.01. The Company will shall be liable for and pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 1.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Company Securities that the Company and the such selling Shareholders intend Piggyback Stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) with respect to a Public Offering by the Company for its own account: 1. first, so much such number of the Common Stock Registrable Securities proposed to be registered for the account of the Company Company, if any, as would not cause the offering to exceed the Maximum Offering Size; , and (ii) 2. second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis of the their relative number of shares of Registrable Securities so requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Stockholders), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter). (ii) With respect to a Public Offering by the Company for the account of selling stockholders: 1. first, all Registrable Securities requested to be included in such registrationregistration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Stockholders), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter), and 2. second, all Registrable Securities proposed to be registered for the account of the Company.

Piggyback Registration. (a) If at any time the Company proposes to register any of its Common Stock effect a Registration Filing under the Securities Act (other than pursuant to a Demand an Excluded Registration)) or under the Canada Securities Laws, it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 10 Business Days, or 4 Business Days in the case of a Bought Deal, prior to the anticipated filing date of the registration statement Registration Filing relating to such registration to all Shareholders each Legato Founder and Key Shareholder, which notice shall set forth such Shareholders' Legato Founder’s and Key Shareholder’s rights under this Section 5.02 3.2 and shall offer all Shareholders such Legato Founder and Key Shareholder the opportunity to include in such registration statement such Registration Filing the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Legato Founder and Key Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 3.2(b). Upon the written request of any such Legato Founder or Key Shareholder made within 10 days Business Days, or 2 Business Days in the case of a Bought Deal, after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Legato Founder or Key Shareholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the a Registration Filing for all Registrable Securities Act of all shares of Common Stock which that the Company has been so requested to register by all such Registering Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Registering Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f3.5(f)(i) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Registrable Securities pursuant to this Section 5.02(a3.2(a) and prior to the effective date of the registration statement filed in connection with Public Offering Pricing for such registrationPiggyback Registration, the Company shall determine for any reason not to register such stockRegistrable Securities, the Company shall give written notice to all such Registering Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereofFiling. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3.1(e) shall apply) and the managing underwriter advises underwriters advise the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling such Registering Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Registering Shareholders pursuant to Section 5.02 3.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Shareholders on the basis of the relative number of shares amount of Registrable Securities so requested to be included in such registrationregistration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock or any other of its securities (collectively, "Other Securities") under the Securities Act (other than pursuant Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to a Demand Registration)the public under the Securities Act, it will each at such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice to each Holder of its intention to do so at least 15 10 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which registration. Such notice shall set forth offer each such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder Holder made within 10 5 business days after the receipt of the Company's notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will use its reasonable best efforts to effect shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the shares of Common Stock Registrable Securities so requested to be registered; , provided that that: (ia) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 stocksecurities, the Company shall may, at its election, give written notice of such determination to all such Shareholders the Holders and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up shall be permitted to the Maximum Offering Size: (i) first, so much delay registration of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all any Registrable Securities requested to be included in such registration for the same period as the delay in registering such other securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (i) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten offering on behalf of either the Company or holders of securities (other than Registrable Securities) of the Company ("Other Holders"), and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by any Shareholder pursuant the inclusion therein of Registrable Securities requested to Section 5.02 (allocatedbe included therein because such Registrable Securities are not of the same type, class or series as the securities to be offered and sold in such offering on behalf of the Company and/or the Other Holders, the Company may exclude all such Registrable Securities from such offering provided that the Holder is permitted to substitute for the Registrable Securities so excluded an equal number of Registrable Securities of the same type, class or series as those being registered by the Company or the Other Holders, if necessary and to the extent such Holder owns Registrable Securities of such type, class or series or can acquire Registrable Securities of such type, class or series upon exercise or conversion of other Registrable Securities; and (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering not would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to exceed be included therein because the Maximum Offering Sizenumber or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Company, exceeds the aggregate number or principal amount of securities which, in such firm's opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account ("Company Securities") and (2) second, the number or principal amount of Registrable Securities and securities, if any, requested to be included therein by Other Holders in excess of the number or principal amount of Company Securities which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering (allocated pro rata among such Shareholders the Holders and the Other Holders on the basis of the relative number of shares of securities (including Registrable Securities so Securities) requested to be included therein by each Holder and each such Other Holder); and (iii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten secondary offering on behalf of Other Holders made pursuant to demand registration rights granted by the Company to such Other Holders (the "Initiating Holders"), and the managing underwriter for such offering advises the Company in writing that, in such registration).firm's opinion, such offering would be materially and adversely affected by

Piggyback Registration. (a) If at any time following an initial Public Offering the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration relating to Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days twenty five (25) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 10.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 10.02(b). Upon the written request of any such Shareholder made within 10 days twenty (20) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f10.03(f) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a10.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, provided that the Shareholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement(s) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No registration effected under this Section 5.02 10.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof10.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 10.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested by the Requesting Shareholder to be included in such registration by any Shareholder Requesting Shareholders pursuant to Section 5.02 10.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Requesting Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If Subject to any contractual obligations to the Company contrary, if Lazard Ltd proposes to register any of its Common Stock the equity securities issued by it under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor forms, relating to shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Lazard Ltd or in connection with a Demand Registrationdirect or indirect acquisition by Lazard Ltd of another Person or as a recapitalization or reclassification of securities of Lazard Ltd), it will whether or not for sale for its own account, Lazard Ltd shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 five (5) business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Covered Person holding Registrable Securities, which notice shall set forth such Shareholders' Covered Person’s rights under this Section 5.02 4.3 and shall offer all Shareholders such Covered Person the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as each those proposed to be registered as such Shareholder Covered Person may request (a "“Piggyback Registration"”), subject to the provisions of Section 4.3(b) and such Covered Person’s compliance with its obligations under the other applicable provisions of this Article IV. Upon the written request of any such Shareholder Covered Person made within 10 three (3) business days after the receipt of notice from the Company Lazard Ltd (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderCovered Person), the Company will Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company Registrable Securities that Lazard Ltd has been so requested to register by all such Shareholdersother Covered Persons, to the extent requisite necessary to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders Covered Persons requesting to be included in the Company's Lazard Ltd’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by Lazard Ltd on the same terms and conditions as apply to the Company Lazard Ltd or the Selling ShareholderRequesting Covered Persons, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock securities pursuant to this Section 5.02(a4.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Lazard Ltd shall determine for any reason not to register such stocksecurities, the Company Lazard Ltd shall give written notice to all such Shareholders Covered Persons and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 4.3 shall relieve the Company Lazard Ltd of its obligations to effect a an Annual Registration or Demand Registration to the extent required by Section 5.01 hereof4.1 or Section 4.2, respectively. The Company will Lazard Group shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant Piggyback Registration prior to this Section 5.02 the seventh anniversary of the IPO Date involves an Underwritten a Public Offering and the managing underwriter advises the Company Lazard Ltd that, in its view, the number of shares of Common Stock which required to be included in such Public Offering would adversely impact the Company offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering (subject to any other contractual obligations to the contrary), provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If a Piggyback Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the selling Shareholders intend managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red xxxxxxx” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall not have objected to such price range prior to the filing of such red xxxxxxx registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares (subject to any other contractual obligations to the contrary). Subject to any other contractual obligations to the contrary, in the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.3(b), Lazard Ltd shall include in such registration exceeds the Maximum Offering Size, the Company will include in such registrationPublic Offering, in the following prioritypriority listed below, up to the Maximum applicable maximum number of shares to be included in such Public Offering Sizeas determined in the immediately preceding two sentences: (i) first, so much of the Common Stock Lazard Ltd securities proposed to be registered for the account of Lazard Ltd and pursuant to any demand registration rights of third parties (in such priority between the Company two as would not cause the offering to exceed the Maximum Offering Size; andLazard Ltd may determine); (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant Covered Persons according to Section 5.02 the Covered Persons Priority; and (allocatediii) third, if necessary any securities proposed to be registered for the offering not to exceed the Maximum Offering Size, pro rata account of any other Persons with such priorities among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration)them as Lazard Ltd shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to common stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration (provided that, solely with respect to all Shareholders the Initial Public Offering, prompt written notice must be given at least ten (10) Business Days following the initial filing date of the registration statement relating to such registration) to each Stockholder (each a “Piggyback Stockholder”), which notice shall set forth such Shareholders' Piggyback Stockholder’s rights under this Section 5.02 1.02 and shall offer all Shareholders such Piggyback Stockholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Piggyback Stockholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 1.02(b) and the Public Offering Limitations. Upon the written request of any such Shareholder Piggyback Stockholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderPiggyback Stockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersPiggyback Stockholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Piggyback Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f1.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableany other selling Piggyback Stockholders, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a1.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof1.01. The Company will shall be liable for and pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 1.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Company Securities that the Company and the such selling Shareholders intend Piggyback Stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) with respect to a Public Offering by the Company for its own account: 1. first, so much such number of the Common Stock Registrable Securities proposed to be registered for the account of the Company Company, if any, as would not cause the offering to exceed the Maximum Offering Size; , and (ii) 2. second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis of the their relative number of shares of Registrable Securities so requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Members), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter). (ii) With respect to a Public Offering by the Company for the account of selling stockholders: 1. first, all Registrable Securities requested to be included in such registrationregistration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise (which, for the avoidance of doubt, could, in the reasonable determination of the managing underwriter, include the exclusion of all Registrable Securities of the Management Members), in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter), and 2. second, all Registrable Securities proposed to be registered for the account of the Company.

Piggyback Registration. (a) If Subject to any contractual obligations to the Company contrary, if the Partnership proposes at any time to register any of its Common Stock the equity securities issued by it under the Securities Act (other than pursuant a registration on Form S-8 or Form S-4, or any successor forms, relating to Common Units issuable in connection with any employee benefit or similar plan of the Partnership or in connection with a Demand Registrationdirect or indirect acquisition by the Partnership of another person or as a recapitalization or reclassification of securities of the Partnership), it will whether or not for sale for its own account, the Partnership shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders the Demand Committee, which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the Demand Committee the opportunity to elect to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as each such Shareholder those proposed to be registered held by Covered Persons as the Demand Committee may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.3(b). If the Demand Committee elects to effect a Piggyback Registration, the Partnership shall give notice of the registration statement relating to such registration to those Covered Persons who the Demand Committee determines to afford participation in the Piggyback Registration. Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)Demand Committee, the Company will Partnership shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company Partnership has been so requested to register by such Shareholdersthe Demand Committee, to the extent requisite necessary to permit the disposition of the shares of Common Stock so Registrable Securities to be so registered; , provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting Covered Persons to be included in the Company's Partnership’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Partnership on the same terms and conditions as apply to the Company Partnership or the Selling Shareholderany other selling person, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock securities pursuant to this Section 5.02(a2.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Partnership shall determine for any reason not to register such stocksecurities, the Company Partnership shall give written notice to all such Shareholders Covered Persons and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.3 shall relieve the Company Partnership of its obligations to effect a an Exchange Registration or Demand Registration to the extent required by Section 5.01 hereof2.1 or Section 2.2, respectively. The Company will Partnership shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If Subject to Section 2.2(c) and any other contractual obligations to the contrary, if a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering and the managing underwriter advises the Company Partnership that, in its view, the number of shares of Common Stock which Registrable Securities that the Company Partnership and the selling Shareholders such Covered Persons intend to include in such registration exceeds the Maximum Offering Size, the Company will Partnership shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Partnership securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; andPartnership; (ii) second, the Partnership securities proposed to be registered pursuant to any demand registration rights of third parties; (iii) third, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Covered Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata in such proportions as shall be determined by the Demand Committee); and (iv) fourth, any securities proposed to be registered for the account of any other persons with such priorities among such Shareholders on them as the basis of Partnership shall determine. (c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the relative number of shares registration of Registrable Securities so requested shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of any agreement between such Covered Person and the Partnership or any of its subsidiaries. Unless the Partnership shall otherwise consent, the Partnership shall not be obligated to provide notice or afford Piggyback Registration to the Demand Committee or any Covered Person pursuant to this Section 2.3 unless some or all of such person’s Registrable Securities are permitted to be included in transferred under the terms of applicable agreements between such registration)person and the Partnership or any of its subsidiaries.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to a Demand RegistrationRegistration and other than a registration on Form S-4 in connection with a direct or indirect acquisition by the Company of another Person or a registration on a Form S-8), it will the Company shall at each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders the Stockholder, which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the Stockholder the opportunity to include in such registration statement such number all or any portion of shares of Common Stock as each such Shareholder may request the Registrable Securities held by the Stockholder (a "“Piggyback Registration"”), subject to the limitations set forth herein. Upon the written request of any such Shareholder the Stockholder made within 10 fifteen (15) days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholderthe Stockholder), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by such Shareholdersthe Stockholder, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten Public Offeringunderwritten public offering, all such Shareholders requesting to be included in the Company's registration Stockholder must sell their its Registrable Securities to the underwriters selected as provided in Section 5.04(f5.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that the Selling ShareholderStockholder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the Stockholder’s ownership of its Registrable Securities to be transferred free and clear of all liens, as applicableclaims and encumbrances, (ii) the Stockholder’s power and authority to effect such transfer, and (iiiii) ifsuch matters pertaining to compliance with securities laws as may be reasonably requested; and provided further, that the liability of the Stockholder to indemnify pursuant to any underwriting arrangements shall be limited to the net amount received by the Stockholder from the sale of its Registrable Securities pursuant to such registration. If, at any time after giving written notice pursuant to this Section 5.02(a) of its intention to register any stock pursuant to this Section 5.02(a) shares 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 such stockshares, the Company shall give written notice to all such Shareholders the Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof5.01. The Company will shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration of Registrable Securities requested pursuant to this Section 5.02is effected. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten Public Offering underwritten public offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which that the Company and the selling Shareholders intend stockholders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Piggyback Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size: (i) first, so much such number of the Common Stock shares proposed to be registered for the account of the Company Company, if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; , and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder the Stockholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration)5.02.

Piggyback Registration. (a) If the Company proposes to register any file a registration statement under the Act with respect to an offering of its Common Stock under equity securities for its own account or for the Securities Act account of another person or entity (other than pursuant a registration statement on Form S-4 or S-8 (or any substitute forms that may be adopted by the SEC)), the Company shall give written notice of such proposed filing to the Holders at the address set forth in the share register of the Company as soon as reasonably practicable (but in no event less than 7 business days before the anticipated filing date), undertaking to provide each Holder the opportunity to register on the same terms and conditions such amount of Registrable Securities as such Holder may request (a “Piggyback Registration”). Each Holder will have 5 business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration), it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of . If the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders is filed on behalf of a person other than the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder)Company, the Company will use its reasonable best efforts to effect have the Registrable Securities that the Holders wish to sell included in the registration under the Securities Act of all shares of Common Stock which statement. If the Company has been so requested or the person for whose account such offering is being made shall determine in its sole discretion not to register by or to delay the proposed offering, the Company may, at its election, provide written notice of such Shareholders, determination to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that Holders and (i) if in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such registration involves an Underwritten Public OfferingRegistrable Securities in connection therewith and (ii) in the case of a determination to delay a proposed offering, all shall thereupon be permitted to delay registering such Shareholders requesting Registrable Securities for the same period as the delay in respect of the proposed offering. If the Registrable Securities requested to be included in the Company's registration must sell their Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter for such offering advises the Company that due to such differences the inclusion of such Registrable Securities would cause a material adverse effect on the price of the offering (a “Material Adverse Effect”), then (x) the number of such Holders’ Registrable Securities to be included in the underwriters selected as provided Piggyback Registration shall be reduced to an amount which, in Section 5.04(fthe opinion of the managing underwriter, would eliminate such Material Adverse Effect or (y) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (x) of the immediately preceding sentence shall be effected pro rata based on the same terms and conditions as apply ratio which such Holder’s requested securities bears to the total number of securities requested to be included in such Piggyback Registration by all persons other than the Company or who have the Selling Shareholder, as applicable, contractual right to request that their securities be included in such registration statement and (ii) if, at any time after giving written notice of its intention who have requested that their securities be included. If the Registrable Securities requested to register any stock pursuant to this Section 5.02(a) and prior to the effective date of be included in the registration statement filed in connection with such registration, are of the same type as the securities being registered by the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its viewthat the inclusion of such Registrable Securities would cause a Material Adverse Effect, the number of shares of Common Stock which the Company and the selling Shareholders intend will be obligated to include in such registration exceeds statement, as to each Holder, only a portion of the Maximum Offering Size, Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested securities bears to the total number of securities requested to be included in such registration statement by all persons (other than any persons initiating such registration request) who have the contractual right to request that their securities be included in such registration statement and who have requested their securities be included. If the Company will initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder’s requested securities are included. If another securityholder initiated the registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of then the Company as would may not cause the offering to exceed the Maximum Offering Size; and (ii) second, include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis statement. If as a result of the relative number provisions of shares of this Section 2.1(c) any Holder shall not be entitled to include all Registrable Securities so in a registration that such Holder has requested to be included so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such registration)registration statement prior to its effectiveness.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registration)direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder Group, which notice shall set forth such Shareholders' Stockholder Group’s rights under this Section 5.02 2.03 and shall offer all Shareholders such Stockholder Group the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder Stockholder Group may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.03(b). Upon the written request of any such Shareholder Stockholder Group made within 10 days ten (10) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder Group), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholder Groups, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registeredregistered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Registering Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.05(f) on the same terms and conditions as apply to the Company or (or, if the Selling ShareholderCompany is not offering any Company Securities, as applicable, the Persons on whose behalf the registration was initially undertaken) and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.03(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.03 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 5.01 hereof2.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling Shareholders such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Registering Stockholders pursuant to this Section 5.02 2.03 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholder Groups on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Stockholder Group); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (ai) If the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Trading Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders the Holder, which notice shall set forth such Shareholders' the Holder’s rights under this Section 5.02 3(b) and shall offer all Shareholders the Holder the opportunity to include in such registration statement such the number of shares of Common Stock Registrable Securities as each such Shareholder the Holder may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder the Holder made within 10 ten (10) days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderthe Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registeredHolder; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock securities pursuant to this Section 5.02(a3(b) 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 such stocksecurities, the Company shall give written notice to all such Shareholders the Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. 3(a). (ii) The Company will be liable for and pay all Registration Expenses expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration3(b).

Piggyback Registration. (a) If In the Company proposes to register any of its Common Stock event that Parent determines that it shall file a registration statement under the Securities Act for the registration of Parent Common Stock (other than pursuant a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer, an offering of securities solely to Parent’s existing stockholders, or a Demand Registration)registration statement registering Parent Common Stock that is issuable solely upon conversion of debt securities or a registration statement solely with respect to an employee benefit plan) on any form that would also permit the registration of Registrable Stock, it will Parent shall each such time, subject to the provisions time promptly give each Holder of Section 5.02(b) hereof, give prompt Registrable Stock written notice at least 15 days prior of such determination, setting forth the date on which Parent proposes to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in file such registration statement (or prospectus filed pursuant to Rule 424 under the Securities Act relating to an effective shelf registration statement), which date shall be no earlier than ten (10) Business Days from the date of such number notice, and advising such Holders of shares of Common their right to have Registrable Stock as each included in such Shareholder may request (a "Piggyback Registration")registration. Upon the written request of any such Shareholder made within 10 days a Holder of Registrable Stock received by Parent no later than five (5) Business Days after the receipt date of Parent’s notice from to such Holder, Parent shall use its commercially reasonable efforts to cause to be registered under the Company Securities Act pursuant to such registration statement all of the Registrable Stock that each such Holder has so requested to be registered. Notwithstanding the foregoing, this Section 4.2(a) shall not apply to any Holder Shares during the Restricted Period. (which request b) If the managing underwriter advises Parent in writing (or, in the case of a non-underwritten offering, if in the reasonable opinion of Parent, Parent determines) that the total amount of securities to be so registered, including such Registrable Stock, will exceed the maximum amount of Parent’s securities that can be sold in such offering without adversely affecting the marketability or the price per share of the securities proposed to be sold in such offering, then Parent shall specify be entitled to reduce the number of shares of Common Registrable Stock intended to be disposed of by sold in such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, offering in proportion (as nearly as practicable) to the extent requisite to permit the disposition amount of the shares of Common Registrable Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting requested to be included by each Holder of Registrable Stock. For clarity, Parent, including upon the advice of any managing underwriter, shall have the ability to fully cut back any Registrable Stock in the Company's registration must sell their Registrable Securities to the underwriters selected as provided connection with any such offering in accordance with this Section 5.04(f4.2(b). (c) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) ifIf, at any time after giving written notice of its intention to register any stock Parent Common Stock pursuant to this Section 5.02(a) 4.2 and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the filing of the applicable prospectus pursuant to Rule 424 under the Securities Act), the Company Parent shall determine for any reason not to register such stockParent Common Stock pursuant to this Section 4.2 or to delay registration of such Parent Common Stock, the Company shall Parent may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach Holder of Registrable Stock and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such abandoned registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and and (ii) second, all Registrable Securities requested in the case of a determination to be included in delay such registration by any Shareholder pursuant of its equity securities, shall be permitted to Section 5.02 (allocated, if necessary delay the registration of such Registrable Stock for the offering not to exceed same period as the Maximum Offering Sizedelay in registering such other equity securities, pro rata among such Shareholders on which period, for the basis avoidance of the relative number of shares of Registrable Securities so requested to doubt, shall be included determined by Parent in such registration)its sole discretion.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Shares or any of its other securities (such Common Shares and other securities collectively, “Other Securities”) under the Securities Act (other than pursuant to Act, whether or not for sale for its own account, in a Demand Registration)manner which would permit registration of Registrable Securities under the Securities Act, it will each at such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least to each Holder of its intention to do so (and, in any event, no later than 15 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which registration). Such notice shall set forth offer each such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder Holder made within 10 business days after the receipt of the Company’s notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will use its reasonable best efforts to effect shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the shares of Common Stock Registrable Securities so requested to be registered; , provided that that: (ia) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 stocksecurities, the Company shall may, at its election, give written notice of such determination to all such Shareholders the Holders and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up shall be permitted to the Maximum Offering Size: (i) first, so much delay registration of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all any Registrable Securities requested to be included in such registration for the same period as the delay in registering such Other Securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (i) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter for such offering advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by any Shareholder the inclusion therein of the Holder’s Registrable Securities requested to be included therein pursuant to this Section 5.02 3 because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Company, exceeds the Maximum Marketable Amount, the Company shall include in such registration (allocated1) first, all securities the Company proposes to sell for its own account (“Company Securities”); (2) second, the number or principal amount of Registrable Securities requested to be included therein pursuant to this Section 3 included in such registration (allocated among the Holders in accordance with the agreement of the Holders with respect thereto as provided in Section 11(a)); and (3) third, the number or principal amount of securities, if necessary for any, requested to be included therein by Other Holders (in excess of the number or principal amount of Company Securities and such Registrable Securities) which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering not to exceed the Maximum Offering Size, (allocated pro rata among such Shareholders Other Holders on the basis of the relative number or principal amount) of shares of Registrable Securities so the securities requested to be included therein by each such Other Holder); and (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten secondary offering on behalf of Other Holders made pursuant to demand registration rights granted by the Company to such Other Holders or on behalf of a Holder of Registrable Securities made pursuant to Section 2 of this Agreement (the “Initiating Holders”), and the managing underwriter for such offering advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by the inclusion therein of the Holder’s Registrable Securities requested to be included therein pursuant to this Section 3 because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Initiating Holders, exceeds the Maximum Marketable Amount, the Company shall include in such registration: (1) first, all securities any such Initiating Holder proposes to sell for its own account (the “Initiating Holder Securities”).; (2) second, the number or principal amount of such Registrable Securities (in excess of the number or principal amount of Initiating Holder Securities) which, in the opinion of such underwriter, can be sold without materially and adversely affecting such offering (allocated among the Holders in accordance with the agreement of the Holders with respect thereto as provided in Section 11(a)); and (3) third, the number or principal amount of securities, if any, requested to be included therein by (x) Other Holders to which clause (1) does not apply or (y) the Company (in excess of the number or principal amount of Initiating Holder Securities and such Registrable Securities) which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering (allocated among such Other Holders and the Company on the basis of the number or principal amount of the securities requested to be included therein by each such Other Holder or the Company; and

Piggyback Registration. (a) If at any time following an initial Public Offering the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration relating to Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each holder of Registrable Securities, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2(b). Upon the written request of any such Shareholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided that (i1) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f4(f) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii2) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 1(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to this Section 5.02 2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration on Form X-0, X-0 or any successor forms, relating to shares of Common Stock or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 10 Business Days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders each Investor Party (or within two Business Days in the case of an “overnight” offering or “bought deal”), which notice shall set forth such Shareholders' Investor Party’s rights under this Section 5.02 4.03 and shall offer all Shareholders such Investor Party the opportunity to include in such registration statement such Registration Statement the number of shares Registrable Securities of Common Stock the same class or series as each those proposed to be registered as such Shareholder Investor Party may request (a "“Piggyback Registration"”), subject to the provisions of Section 4.03(b). Upon the written request of any such Shareholder Investor Party made within 10 days Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderInvestor Party) (or within two Business Days in the case of an “overnight” offering or “bought deal”), the Company will use its reasonable best efforts to shall effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersInvestor Parties, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders requesting to be included in the Company's registration Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f4.05(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableCompany, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a4.03(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such stocksecurities, the Company shall give written notice to all such Shareholders Registering Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 4.03 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof4.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which or other Company Securities that the Company and the selling Shareholders Registering Investors intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 Registering Investor (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Registering Investors on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each such Registering Investor); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If If, at any time, the Company proposes to register any of its Common Stock securities under the Securities Act or the Exchange Act (other than in connection with an initial public offering of equity securities pursuant to an effective registration statement on Form S-1 (or any similar or successor form) (an "Initial Offering") or on Forms X-0, X-0 or comparable forms of registration statements) whether for its own account or in connection with a Demand Registration), it will each such time, subject demand registration pursuant to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under Investor Rights Agreement (as defined in below in this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder2.2), the Company will use its reasonable best efforts give written notice by registered mail, at least thirty (30) business days prior to effect the filing of each such registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholdersstatement, to the extent requisite to permit the disposition Holders of the shares Registrable Securities of Common Stock so its intention to be registered; provided that do so. If any Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Registrable Securities in such proposed registration statement, the Company shall afford such Holder of the Registrable Securities the opportunity to have any such Registrable Securities registered under such registration statement. Notwithstanding the provisions of this Section 2.2, (i) the Company shall have the right any time after it shall have given written notice pursuant to this Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such registration involves an Underwritten Public Offeringproposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such public offering, all then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such Shareholders requesting public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Registrable Securities with respect to which such Holder has provided notice pursuant to this Section 2.2. Any reduction made pursuant to this Section 2.2 shall be of the same proportion of Registrable Securities proposed to be included in the Company's registration must sell their Registrable Securities as any reduction made pursuant to the underwriters selected Section 2.3B of that certain Third Amended and Restated Investor Rights Agreement, dated October 14, 2005, as provided in Section 5.04(f) on the same terms and conditions as apply to amended November 23, 2005, among the Company or and the Selling Shareholder, as applicable, and Shareholders named therein (ii) if, at any time after giving written notice of its intention to register any stock the "Investor Rights Agreement"). In no event shall the Company be required pursuant to this Section 5.02(a) and prior 2.2 to reduce the effective date amount of securities to be registered by it unless such registration is effected pursuant to Section 2.2 of the registration statement filed in connection with such registrationInvestor Rights Agreement. Notwithstanding the foregoing, the Company shall determine for may withdraw any reason not registration statement referred to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration 2.2 without thereby incurring any liability to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Holders. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If Whenever the Company Corporation proposes to register any of its Common Stock securities for an underwritten offering under the Securities Act in which (i) any Corporation Securities owned beneficially or of record by I-Pulse or any of its Affiliates or any Investor are included in the registration statement for such offering as securities being offered by a selling stockholder or, (ii) at any time one hundred eighty (180) days after the effective date of the first registration statement filed by the Corporation covering an underwritten offering of any of its securities to the general public, Corporation Securities of any other than pursuant to holder are included in the registration statement for such offering as securities being offered by a Demand selling stockholder (each a “Piggyback Registration”), it will each such time, subject to the provisions of Section 5.02(b) hereof, Corporation shall give prompt written notice to all holders of Registrable Securities of the proposed offering at least 15 thirty (30) days prior to before the anticipated initial filing date with the Commission of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 statement, and shall offer all Shareholders the opportunity to include in such registration statement filing such number of shares of Common Stock Registrable Securities as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 4.2 shall advise the Corporation in writing within 10 twenty (20) days after the date of receipt of such notice from the Company (Corporation, setting forth the amount of such Registrable Securities for which request registration is requested. Subject to Section 4.2(b), the Corporation shall specify thereupon include in such filing the number of shares of Common Stock intended to be disposed of by such Shareholder)Registrable Securities for which registration is so requested, the Company will and shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, Registrable Securities. Notwithstanding anything to the extent requisite contrary contained herein, the Corporation shall have the right to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such terminate or withdraw any registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and initiated by it prior to the effective date effectiveness of the such registration statement filed in connection with such registration, the Company shall determine for whether or not any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration holder of Registrable Securities requested pursuant has elected to this Section 5.02include securities in such registration. (b) If a Piggyback Registration is an underwritten registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises underwriters advise the Company that, Corporation in its view, writing that in then opinion the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities securities requested to be included in such registration by any Shareholder pursuant exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to Section 5.02 the Corporation, the Corporation shall include in such registration: (allocatedi) first, the Securities the Corporation proposes to sell, if necessary for any, and (ii) second, the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so and any other securities requested to be included in such registration), pro rata among the holders of such Registrable Securities and such other parties on the basis of the number of securities owned by each such holder.

Piggyback Registration. (a) If at any time the Company proposes to register any of its Common Stock under the Securities Act (file a Registration Statement, other than pursuant to a Demand Registration)Section 2 hereof, it will each will, prior to such time, subject to the provisions of Section 5.02(b) hereoffiling, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity Stockholders of its intention to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon do so and, upon the written request of any such Shareholder made a Stockholder or Stockholders given within 10 business days after the receipt of Company provides such notice from the Company (which request shall specify state the number intended method of shares disposition of Common Stock intended to be disposed of by such ShareholderRegistrable Shares), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of cause all shares of Common Stock Registrable Shares which the Company has been so requested to register by such ShareholdersStockholder or Stockholders to register, to be registered under the Securities Act to the extent requisite necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the shares request of Common Stock so to be registeredsuch Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Stockholder. (ib) In connection with any offering under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the requesting Stockholders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. (c) If in the opinion of the managing underwriter the registration of all, or part of, the Registrable Shares which the holders have requested to be included pursuant to this Section 3 would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such registration involves an Underwritten Public Offeringadverse effect, all such Shareholders requesting but in no event shall the amount of Registrable Shares included in the offering be reduced below 30% of the total amount of securities included in the offering. If the number of Registrable Shares to be included in the Company's registration must sell their Registrable Securities to underwriting in accordance with the underwriters selected as provided in Section 5.04(f) on foregoing is less than the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the total number of shares of Common Stock which the Company and holders of Registrable Shares have requested to be included, then the selling Shareholders intend to include in such holders of Registrable Shares who have requested registration exceeds the Maximum Offering Size, the Company will include in such registration, shall participate in the following priority, up to the Maximum Offering Size: (i) first, so much underwriting pro rata based upon their total ownership of the Common Stock proposed to be registered for the account aggregate number of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities shares requested to be included in such registration by the Stockholders and by holders granted registration rights in accordance with Section 10 (or in any Shareholder pursuant other proportion as agreed upon by all holders entitled to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationrights).

Piggyback Registration. (a) If the Company proposes shall at any time determine to register any equity securities of the Company for sale to the public for its Common Stock under own account or for the Securities Act account of other holders of equity securities of the Company on any registration form (other than pursuant to a Demand Registration), it will each such time, subject to Form S-4 or S-8 or other successor forms) which permits the provisions inclusion of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request Registrable Securities held by any Holder (a "Piggyback Registration"). Upon , then the Company will promptly give each Holder written notice thereof and, subject to Section 2.1(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request requests of any such Shareholder made Holders received within 10 twenty (20) days after delivery of the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company's notice. The Company will use its reasonable best efforts to effect cause such Registrable Securities as to which registration shall have been requested to be included in the securities to be covered by the registration under statement proposed to be filed by the Securities Act of Company, all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the sale or other disposition of by the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Holder thereof. (b) If a registration the Piggyback Registration relates to an underwritten public offering, the Company shall so advise the Holders in the written notice given pursuant to this Section 5.02 involves 2.1(a). In such event, the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such underwriting in accordance with the terms and conditions thereof. The Board of Directors shall have the right to select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to sell their Registrable Securities in such underwritten offering shall (together with the Company) enter into an Underwritten Public Offering underwriting agreement in customary form. (c) If such proposed Piggyback Registration is an underwritten offering and the managing underwriter for such offering advises the Company thatin writing that in their good faith opinion the securities requested to be included therein exceeds the amount of securities that can be sold in such offering such that the inclusion of such Registrable Securities would adversely affect marketing of the securities to be sold by the Company, in its viewany securities to be sold by the Company shall have priority over any Registrable Securities held by Holders, and the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such by a Holder and other holders of the Company's securities exercising similar piggyback registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for rights as the offering not to exceed the Maximum Offering Size, Holders shall be reduced pro rata among such Shareholders on the basis of the relative number percentage of shares of the then outstanding Registrable Securities so requested held by each such Holder and all such other holders exercising similar piggyback registration rights. Notwithstanding the provisions of this Section 2.1 and Section 2.5, the Company shall have the right at any time after it shall have given written notice to be included in the Holders pursuant to Section 2.1 (irrespective of whether a written request for inclusion of any such registration)securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after filing, but prior to effectiveness.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant to (i) a Demand Shelf Registration), it which will each such time, be subject to the provisions of Section 5.02(b2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) hereofa registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 15 days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(b). Upon the written request of any such Shareholder made within 10 days seven Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its all reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (iA) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.05(f)(i) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (iiB) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.03. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size; and, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock or any other of its securities (collectively, "Other Securities") under the Securities Act (other than pursuant Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to a Demand Registration)the public under the Securities Act, it will each at such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice to each Holder of its intention to do so at least 15 10 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which registration. Such notice shall set forth offer each such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Holder the opportunity to include in such registration statement such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder Holder made within 10 5 business days after the receipt of the Company's notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will use its reasonable best efforts to effect shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the shares of Common Stock Registrable Securities so requested to be registered; , provided that that: (ia) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 stocksecurities, the Company shall may, at its election, give written notice of such determination to all such Shareholders the Holders and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up shall be permitted to the Maximum Offering Size: (i) first, so much delay registration of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all any Registrable Securities requested to be included in such registration for the same period as the delay in registering such other securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (i) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten offering on behalf of either the Company or holders of securities (other than Registrable Securities) of the Company ("Other Holders"), and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by any Shareholder pursuant the inclusion therein of Registrable Securities requested to Section 5.02 (allocatedbe included therein because such Registrable Securities are not of the same type, class or series as the securities to be offered and sold in such offering on behalf of the Company and/or the Other Holders, the Company may exclude all such Registrable Securities from such offering provided that the Holder is permitted to substitute for the Registrable Securities so excluded an equal number of Registrable Securities of the same type, class or series as those being registered by the Company or the Other Holders, if necessary and to the extent such Holder owns Registrable Securities of such type, class or series or can acquire Registrable Securities of such type, class or series upon exercise or conversion of other Registrable Securities; and (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering not would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to exceed be included therein because the Maximum Offering Sizenumber or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Company, exceeds the aggregate number or principal amount of securities which, in such firm's opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account ("Company Securities") and (2) second, the number or principal amount of Registrable Securities and securities, if any, requested to be included therein by Other Holders in excess of the number or principal amount of Company Securities which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering (allocated pro rata among such Shareholders the Holders and the Other Holders on the basis of the relative number of shares of securities (including Registrable Securities so Securities) requested to be included therein by each Holder and each such Other Holder); and (iii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten secondary offering on behalf of Other Holders made pursuant to demand registration rights granted by the Company to such Other Holders (the "Initiating Holders"), and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Initiating Holders, exceeds the aggregate number or principal amount of securities which, in such firm's opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration); (1) first, to the extent the registration rights granted to an Initiating Holder permit it to exclude other securities from its registration on substantially the same basis as that set forth in the first sentence of Section 2(d) hereof, all securities any such Initiating Holder proposes to sell for its own account, and (2) second, the number or principal amount of additional securities (including Registrable Securities) that such managing underwriter advises can be sold without materially and adversely affecting such offering, allocated pro rata among any Other Holders to which clause (1) does not apply and the Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Holder and each such Other Holder, (c) the Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with stock option or other executive or employee benefit or compensation plans of the Company; (d) no registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligation to effect any registration of Registrable Securities required of the Company pursuant to Section 2 hereof; and (e) the Company shall not be required to effect any registration of Registrable Securities under this Section for any Holder from and after such time as such Holder is able to dispose of all of its Registrable Securities within a three-month period pursuant to Rule 144.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities pursuant to a Demand Shelf Registration, which shall be governed by the terms of Section 7.03, (ii) a registration on a Form S-4 in connection with a direct or indirect acquisition by the Company of another Person, (iii) a registration on a Form S-8, or (iv) an IPO (unless the Sponsors are participating therein as selling stockholders), it will the Company shall at each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder holding Registrable Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 7.02 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such number of shares of Common Stock as each such Shareholder may request Stockholder (a "“Piggyback Registration"”), subject to the restrictions set forth herein. Upon the written request of any such Shareholder Stockholder made within 10 ten (10) days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders with rights to require registration of Registrable Securities hereunder, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f7.05(f) on the same terms and conditions as apply to the Company or the Selling Shareholderany other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as applicableto (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iiiii) ifsuch matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If, at any time after giving written notice of its intention to register any stock Registrable Securities pursuant to this Section 5.02(a7.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such stocksecurities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 7.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof7.01. The Company will shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration of Registrable Securities requested pursuant to this Section 5.02is effected. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 7.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the all selling Shareholders intend stockholders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than pursuant except with respect to a Demand Registrationregistration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for resale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date all Holders of its intention to do so and of the registration statement relating to proposed method of distribution of such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")securities. Upon the written request of any such Shareholder made Holder, received by the Company within 10 15 days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any of shares of Common Stock intended to be disposed of by such Shareholder)its Registrable Securities, the Company will use its reasonable best efforts to effect cause the Registrable Securities as to which registration under the Securities Act of all shares of Common Stock which the Company has shall have been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the securities to be covered by the registration statement proposed to be filed by the Company's registration must sell their Registrable Securities , all to the underwriters selected as provided in Section 5.04(f) on extent and under the same terms and conditions as apply to that such registration is permitted under the Company or Securities Act. In the Selling Shareholder, as applicable, and (ii) if, at event that any time after giving written notice of its intention to register any stock registration pursuant to this Section 5.02(a) 3 shall be, in whole or in part, an underwritten public offering of Common Stock and prior the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten, the effective date securities of the Company held by Other Stockholders (other than Other Stockholders that requested the registration statement filed in connection with pursuant a demand registration right of such registrationOther Stockholder), the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereuponif any, shall be relieved of its obligation to register any Registrable Securities in connection with first excluded from such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses such limitation; to the extent additional shares need to be excluded in connection with each registration of Registrable Securities requested pursuant order to this Section 5.02. (b) If a registration pursuant conform to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its viewsuch limitation, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to that may be included in such the registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for shall be allocated among the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares Holders requesting registration of Registrable Securities so in proportion, as nearly as practicable, to the respective amounts of Registrable Securities that such Holders had requested to be included in such registration). The Company shall advise all holders of securities requesting registration as to the number of shares that may be included in the registration and underwriting as allocated in the foregoing manner. No such reduction shall be made with respect to securities offered by the Company for its own account. If any Holder or Other Stockholder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration.

Piggyback Registration. (ai) If the Company at any time proposes to register any of its Common Stock or any other of its securities (collectively with the Common Stock, “Other Securities”) under the Securities Act (other than pursuant Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to a Demand Registration)the public under the Securities Act, it will each at such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice to Sovereign of its intention to do so at least 15 10 business days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders which registration. Such notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Sovereign the opportunity to include in such registration statement Registration Statement such number of shares of Common Stock Registrable Securities as each such Shareholder Sovereign may request (a "Piggyback Registration")request. Upon the written request of any such Shareholder Sovereign made within 10 5 business days after the receipt of the Company’s notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of by such Shareholderand the intended method of disposition thereof), the Company will use its reasonable best efforts to effect shall effect, in the manner set forth in subsection 2.1(e), in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company has been so requested to register by such Shareholdersregister, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the shares of Common Stock Registrable Securities so requested to be registered; provided provided, that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 stocksecurities, the Company shall may, at its election, give written notice of such determination to all such Shareholders Sovereign and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up shall be permitted to the Maximum Offering Size: (i) first, so much delay registration of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all any Registrable Securities requested to be included in such registration for the same period as the delay in registering such other securities, but, in either such case, without prejudice to the rights of Sovereign under subsection 2.1(b) or (c); (ii) If the registration referred to in the first sentence of this subsection 2.1(a) is to be a registration in connection with an underwritten offering on behalf of either the Company or holders of securities (other than Registrable Securities) of the Company (“Other Holders”), and the managing underwriter for such offering advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by any Shareholder pursuant the inclusion therein of Registrable Securities requested to Section 5.02 be included therein because such Registrable Securities are not of the same type, class or series as the securities to be offered and sold in such offering on behalf of the Company and/or the Other Holders, the Company may exclude all such Registrable Securities from such offering; (allocatediii) If the registration referred to in the first sentence of this subsection 2.1(a) is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter for such offering advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Company, exceeds the aggregate number or principal amount of securities which, in such firm’s opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account (“Company Securities”) and (2) second, the number or principal amount of Registrable Securities and securities, if necessary for any, requested to be included therein by Other Holders in excess of the number or principal amount of Company Securities which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering not to exceed the Maximum Offering Size, (allocated pro rata among such Shareholders Sovereign and the Other Holders on the basis of the relative number of shares of securities (including Registrable Securities so Securities) requested to be included therein by Sovereign and each such Other Holder); (iv) If the registration referred to in the first sentence of this subsection 2.1(a) is to be a registration in connection with an underwritten secondary offering on behalf of Other Holders made pursuant to demand registration rights granted by the Company to such Other Holders (the “Initiating Holders”), and the managing underwriter for such offering advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Initiating Holders, exceeds the aggregate number or principal amount of securities which, in such firm’s opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration); (1) first, to the extent the registration rights granted to an Initiating Holder permit it to exclude other securities from its registration on substantially the same basis as that set forth in subsection 2.1(a)(iii) hereof, all securities any such Initiating Holder proposes to sell for its own account, and (2) second, the number or principal amount of additional securities (including Registrable Securities) that such managing underwriter advises can be sold without materially and adversely affecting such offering, allocated pro rata among any Other Holders to which clause (1) does not apply and Sovereign on the basis of the number of securities (including Registrable Securities) requested to be included therein by Sovereign and each such Other Holder; (v) The Company shall not be required to effect any registration of Registrable Securities under this subsection 2.1(a) incidental to the registration of any of its securities in connection with stock option or other executive or employee benefit or compensation plans of the Company; (vi) No registration of Registrable Securities effected under this subsection 2.1(a) shall relieve the Company of its obligation to effect any registration of Registrable Securities required of the Company pursuant to subsection 2.1(b) or (c) hereof; and (vii) The provisions of this subsection 2.1(a) shall not require the Company to include Registrable Securities in any registration statement of the Company that has been filed prior to the date of this Agreement.

Piggyback Registration. (a) If the Company proposes or is required to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock for its own account (other than (i) a registration statement filed pursuant to Section 5.1, (ii) a Demand Registrationregistration statement filed pursuant to Section 5.2, (iii) a registration statement on Form S-4 or S-8 or any successors thereto, (iv) a registration statement covering securities convertible into or exercisable or exchangeable for Common Stock (other than Registrable Securities) or (v) a registration statement covering an offering of securities solely to the Company’s existing stockholders or otherwise in connection with any offer to exchange securities), it will each such time, subject to then the provisions of Section 5.02(b) hereof, Company shall give prompt written notice of such proposed filing at least 15 30 days prior to before the anticipated filing date of (the registration statement relating “Piggyback Notice”) to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and the Holder. The Piggyback Notice shall offer all Shareholders the Holder the opportunity to include in such registration statement such the number of shares Registrable Securities (for purposes of Common Stock this Section 5.3, “Registrable Securities” shall be deemed to mean solely securities of the same type as each such Shareholder those proposed to be offered by the Company for its own account) as they may request (a "“Piggyback Registration"”). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended Subject to be disposed of by such ShareholderSection 5.3(b), the Company will use its reasonable best efforts shall include in each such Piggyback Registration all Registrable Securities with respect to effect the registration under the Securities Act of all shares of Common Stock which the Company has received written requests for inclusion therein within 15 days after notice has been so requested to register by such Shareholders, given to the extent requisite Holder. The Holder shall be permitted to permit withdraw all or part of the disposition Registrable Securities from a Piggyback Registration at any time up to the pricing date. (b) If any of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities registered pursuant to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply registration giving rise to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected Holder’s rights under this Section 5.02 shall relieve the Company of its obligations 5.3 are to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses be sold in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its viewunderwritten public offering, the number of shares of Common Stock which the Company and the selling Shareholders intend Holder shall be permitted to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by in such offering on the same terms and conditions as any Shareholder pursuant to Section 5.02 (allocatedother Registrable Securities, if necessary for the offering not to exceed the Maximum Offering Sizeany, pro rata among such Shareholders on the basis of the relative Company included therein; provided, that if such offering is subject to a Share Limitation, then there shall be included in such offering: (i) first, the number or dollar amount of shares securities the Company proposes to sell and (ii) second, the number or dollar amount of Registrable Securities so requested to be included in such registrationregistration by the Holder (and any Other Securities requested to be included therein by the holders thereof) that in the opinion of the underwriter selected by the Company can be sold without adversely affecting the price, timing, distribution or marketability of such offering, and such number or dollar amount of securities shall be allocated for inclusion pro rata among the holders of all such securities (including the Registrable Securities of the Holder) on the basis of the number of such securities of the Company owned by each such holder. (c) The Company may select the lead underwriter and co-manager or co-managers to administer any offering of Registrable Securities pursuant to a Piggyback Registration; provided, however, that if the Holder’s Registrable Securities that are expected to be included in any such offering constitute, in the Company’s reasonable judgment, at least 25% of the shares of Common Stock expected to be Transferred in such offering, the Holder shall have the right to appoint one co-manager (reasonably acceptable to the Company) for such offering, who shall participate in such offering on the same terms as the co-managers appointed by the Company. In connection with any underwritten public offering pursuant to a Piggyback Registration, the Holder agrees to enter into a customary underwriting agreement with the Company and the underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Holder and the underwriters (it being understood that the Holder shall not be required to make any representations and warranties other than with respect to itself, its ownership of the Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such Piggyback Registration, and any such indemnity shall be limited in amount to the net proceeds of such Piggyback Registration actually received by the Holder). (d) In the event that the Company gives the Holder notice of its intention to effect an offering pursuant to a Piggyback Registration and subsequently declines to proceed with such offering, the Holder shall have no rights in connection with such offering; provided, however, that at the request of the Holder, the Company shall proceed with such offering, subject to the other terms of this Agreement, with respect to the Registrable Securities, which registration shall be deemed to be a Demand Registration for all purposes hereunder. The Holder shall participate in any offering of Registrable Securities pursuant to a Piggyback Registration in accordance with the same plan of distribution for such Piggyback Registration as the Company or the holder or holders of Common Stock that proposed such Piggyback Registration, as the case may be. (e) No registration of Registrable Securities effected pursuant to a request under this Section 5.3 shall be deemed to have been effected pursuant to Section 5.1 and Section 5.2 or shall relieve the Company of its obligations under Section 5.1 or Section 5.2.

Piggyback Registration. (a) If the The Company proposes may agree to register Common Shares in a registration statement for resale by any holder of its Common Stock under the Securities Act (other than registration rights, pursuant to a Demand Registration), registration rights agreement entered into by it will each such time, subject to with the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to Company on or after the anticipated filing date of this Agreement (a “Qualifying Other Holder”) and who is proposing to register Common Shares with an aggregate fair market value as of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders time of the opportunity to include in initial filing of such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")at least $10,000,000. Upon the written request of any such Shareholder made within 10 days after the receipt of notice from a Qualifying Other Holder requesting that the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares or part of Common Stock which the Company has been so requested to register Eligible Securities held by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stockQualifying Other Holder, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved the Investors of its obligation intention to so register Common Shares at least thirty (30) days before the initial filing of the registration statement related thereto. The Company shall include in any Registrable registration statement filed pursuant to this Article II the Eligible Securities of any Investor (a “Participating Holder”) who has delivered written notice to the Company within ten (10) Business Days of the date of the Company’s receipt of the above-referenced written notice from the Qualifying Other Holder. A notice from a Participating Holder under this Section 2.3 shall specify the number of Eligible Securities to be included in the registration statement and the intended method of disposition. If the Company shall have been advised by a nationally recognized independent investment banking firm selected by the Company and reasonably acceptable to the Participating Holders to act as lead underwriter in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company public offering of its obligations to effect a Demand Registration to the extent required securities by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its viewsuch firm’s opinion, the number a registration of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed Eligible Securities requested to be registered for at that time would materially and adversely affect the account scheduled offering of securities, then the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable aggregate number of Eligible Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed Participating Holders and the Maximum Offering Size, Qualifying Other Holder(s) shall be reduced pro rata among such Shareholders on the basis of Participating Holders and the relative Qualifying Other Holder(s) according to the total number of shares of Registrable Securities so eligible securities requested to be included in registered by such registration)Persons.

Piggyback Registration. (a) If the Company at any time proposes to register under the Act any of its Common Stock under securities that are of the same class as the Registrable Securities Act (other than pursuant in connection with a tender offer, merger, or other acquisition, or a registration on any registration form which does not permit secondary sales, or does not include substantially the same information as would be required to be included in a Demand Registration)registration statement covering the sale of Registrable Securities) for sale for its own account or otherwise, it will each at such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days prior to the anticipated filing date Investor of the registration statement relating its intention to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")do so. Upon the written request of any such Shareholder the Investor made within 10 fifteen (15) days after the receipt date of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by any such Shareholder)notice, the Company will use its reasonable best efforts to effect affect the registration under the Securities Act of all shares of Common Stock Registrable Securities which the Company has been so requested to register by such Shareholdersthe Investor, to the extent requisite required to permit the disposition of the shares Registrable Securities to be so registered; provided however, that the Company may at any time withdraw or cease proceeding with any such registration, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock so all other securities originally proposed to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If (i) a registration pursuant to this Section 5.02 3 involves an Underwritten Public Offering underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed, on a firm commitment basis, by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction; and (ii) the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which such underwritten offering shall inform the Company and the selling Shareholders intend Investor by letter of its belief that the number of securities requested to include be included for the account of the Investor (and any other participating securities holders of the Company) in such registration exceeds the Maximum Offering Sizenumber which can be sold in (or during the time of) such offering, or that the inclusion would in the underwriter's reasonable judgment adversely affect the marketing of the securities to be sold by the Company therein, and such other investors of securities other than Registrable Securities, then the Company shall include in such registration such number of Registrable Securities that the Company has been so advised may be sold in such offering as the number of Registrable Securities. The limitation on the number of Registrable Securities to be registered on behalf of the securities holders of the Company will include in such registrationbe imposed first, in upon any other security holder of the following priorityCompany (other than the Investor), up to and last, upon the Maximum Offering Size:Investor. (ic) first, so much of the Common Stock The Registrable Securities proposed to be registered under any registration statement under Section 3 hereof will be offered for sale at the account of same public offering price as the securities offered for sale by the Company as would not cause the offering to exceed the Maximum Offering Size; andor any other selling shareholder covered thereby. (iid) second, all The Investor shall be entitled to have its Registrable Securities requested to be included in such registration by any Shareholder an unlimited number of registrations pursuant to this Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration)3.

Piggyback Registration. (a) If at any time following an initial Public Offering the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant a registration relating to Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will whether or not for sale for its own account, the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section ‎Section 5.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of ‎Section 5.02(b). Upon the written request of any such Shareholder made within 10 days 15 Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section ‎Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section ‎Section 5.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section ‎Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof‎Section 5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in ‎Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Registrable Securities that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to Section ‎Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by any other stockholder (a “Third Party Stockholder”), but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a Demand Registrationdirect or indirect acquisition by the Company of another Person), it will the Company shall each such time, subject to the provisions of Section 5.02(b) hereof, time give prompt written notice at least 15 days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Stockholder with rights to require registration of Company Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.02 and shall offer all Shareholders such Stockholder the opportunity to include in such registration statement such number of shares of Common Stock the same class or series of Registrable Securities as each proposed to be offered in such Shareholder may request registration (a "“Piggyback Registration"”), subject to the restrictions set forth herein. Upon the written request of any such Shareholder Stockholder made within 10 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such ShareholderStockholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (i) if such registration involves an Underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f5.04(f)(i) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicableany other selling stockholders, and (ii) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof5.01. The Company will shall be liable for and pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Company Securities that the Company and the such selling Shareholders intend stockholders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much such number of the Common Stock Company Securities proposed to be registered for the account of the Company or any Third Party Stockholder on whose account the registration is being made, if any, as would not cause the offering to exceed the Maximum Offering Size; , and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Stockholders pursuant to Section 5.02 and similar registration rights provided to Stockholders by the Company (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis their relative ownership of the relative number of shares of Registrable Securities so requested to be included in such registrationCompany Securities).

Piggyback Registration. (a) If the Company at any time proposes to register file a registration statement with respect to any of its Common Stock under the Securities Act equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or in connection with (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan, or (B) a Demand dividend reinvestment plan) (any of the foregoing, a “Company Registration”) or for the account of any holder of securities of the Company pursuant to demand registration rights granted by the Company (a “Requesting Stockholder” and, such registration, a “Requesting Stockholder Registration”), it will then the Company shall in each such time, subject to the provisions of Section 5.02(b) hereof, case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least 15 twenty (20) days prior to before the anticipated filing date of the any such registration statement relating to such registration by the Company. Such notice shall offer to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders Holders the opportunity to include have any or all of the Registrable Securities held by such Holders included in such registration statement such and shall include the number of shares proposed to be registered, the proposed filing date, the intended method of Common Stock as each distribution of such Shareholder may request shares and the proposed managing underwriter, if any. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within ten (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 10) days after the date of receipt of such notice from the Company (which request shall specify set forth the number amount of shares of Common Stock intended to be disposed of by such ShareholderRegistrable Securities for which registration is requested), and the Company will use its reasonable best efforts to effect the registration under the shall include in such Registration Statement all such Registrable Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, be included therein. If the Registration Statement relates to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to Registrable Securities shall be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company or securities otherwise being sold through the Selling Shareholderunderwriters, as applicable, and (ii) if, at provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any time after giving written notice of its intention to register any stock public offering pursuant to this Section 5.02(a) 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 such stock, the Company shall give 4 by giving written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations election to effect a Demand Registration withdraw such request at least ten (10) Business Days prior to the extent required proposed effective date of such Registration Statement. Notwithstanding the foregoing, if the managing or lead underwriter or underwriters of any such proposed Underwritten Offering advise the Company in writing that the total number of securities which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such proposed Underwritten Offering exceeds the number that can be sold in such offering within a price range acceptable to the Company (in the case of a Company Registration) or to the Requesting Stockholders holding a majority of the securities included in a Requesting Stockholder Registration (in the case of a Requesting Stockholder Registration), then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with such managing underwriter’s recommendation in the following order of priority: (i) if a registration under this Section 4 is a Company Registration, then the order of priority shall be (with the securities to be reduced first listed first) (A) securities other than Registrable Securities offered by Persons other than the Company, (B) the Registrable Securities and (C) securities offered by the Company; (ii) if a registration under this Section 5.01 4 is a Requesting Stockholder Registration (and the Requesting Stockholder is not a Demanding Holder or a Shelf Demanding Holder), then the order of priority shall be (with the securities to be reduced first listed first) (A) securities offered by the Company, (B) securities other than Registrable Securities (other than securities of the Requesting Stockholder) and (C) the Registrable Securities and securities of the Requesting Stockholder on a pro rata basis; and (iii) if a registration under this Section 4 is a Requesting Stockholder Registration made pursuant to Section 2 or 3 hereof, then the order of priority shall be as set forth in Section 2(c). The Company will pay all Registration Expenses may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to Section 2 or 3 hereof. Notwithstanding anything in this Section 4 to the contrary, the Holders shall be granted priority over any holders of shares of Common Stock in connection with each registration of Registrable Securities requested pursuant to exercising rights under this Section 5.024. (b) If a Notwithstanding anything herein to the contrary, the Holders shall be entitled to exercise the registration pursuant rights provided in Section 4(a) with respect to this Section 5.02 involves an Underwritten Public Offering any registration statement relating to the IPO, and such Holders and the managing underwriter advises the Company thathereby waive any requirement for delivery of notice by any party as provided in Section 4(a). In such event, all rights and obligations set forth in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend this Agreement shall apply to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. (a) If at any time the Company proposes to register any of its Common Stock under the Securities Act equity securities (other than pursuant to a Demand an Excluded Registration), it will each such time, subject ) under the Securities Act for sale to the provisions public (whether for the account of Section 5.02(bthe Company or the account of any securityholder of the Company) hereofand the form of Registration Statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice at least 15 to each Holder (which notice shall be given not less than fifteen (15) days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders date), which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders each Holder the opportunity to include any or all of its Registrable Securities in such registration statement Registration Statement, subject to the limitations contained in Section 1.2(b) hereof. If a Holder (in such number of shares of Common Stock as each capacity, a “Participating Holder”) desires to have its Registrable Securities included in such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from Registration Statement, it shall so advise the Company in writing (which request shall specify stating the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so desired to be registered; provided that ) within ten (i10) if days after the date of such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in notice from the Company's registration must sell their . Each Holder shall have the right to withdraw such Holder’s request for inclusion of Holder’s Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock registration statement pursuant to this Section 5.02(a1.2(a) and prior by giving written notice to the effective date Company of the registration statement filed in connection with such registrationwithdrawal. Subject to Section 1.2(b) below, the Company shall determine for any reason not use commercially reasonable efforts to register include in such stockRegistration Statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time and in its sole and absolute discretion withdraw or cease proceeding with any such registration if it shall give written notice at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereofregistered. The Company will pay all shall not be required to maintain the effectiveness of such Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Statement beyond the Effectiveness Period. (b) If a registration pursuant nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities under this Section 5.02 involves an Underwritten Public Offering and the managing underwriter 1.2 advises the Company that, in its view, that the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much inclusion of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder the Registration Statement pursuant to Section 5.02 1.2(a) will materially and adversely affect the price or success of such offering (allocateda “Material Adverse Effect”), if necessary the Company will be obligated to include in the Registration Statement (after registering all such shares for the offering not its own account), as to exceed the Maximum Offering Sizeeach Participating Holder, pro rata among such Shareholders on the basis only a portion of the relative shares such Participating Holder has requested be registered equal to the product of: (i) the ratio which such Participating Holder’s requested shares bears to the total number of shares of Registrable Securities so requested to be included in such registrationRegistration Statement subject to Section 1.2(a) by all Persons (including the Participating Holder) who have requested (pursuant to contractual registration rights) that their shares be included in such Registration Statement; and (ii) the maximum number of Registrable Securities that such lead underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 1.2(b), the Participating Holder shall not be entitled to include all Registrable Securities in a registration that the Participating Holder has requested to be so included, the Participating Holder may withdraw such its request to include Registrable Securities in such Registration Statement by giving written notice to the Company of such withdrawal.

Piggyback Registration. (a) If at any time after the completion of the First Public Offering the Company proposes to register any of its Common Stock Company Securities under the Securities Act (other than pursuant to (i) a Demand Shelf Registration), it which will each such time, be subject to the provisions of Section 5.02(b2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) hereofa registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 15 days ten Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.02 2.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares Registrable Securities of Common Stock the same class or series as those proposed to be registered as each such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.02(b). Upon the written request of any such Shareholder made within 10 days five Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock Registrable Securities intended to be disposed of registered by such Shareholder), the Company will shall use its all commercially reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the shares of Common Stock Registrable Securities so to be registered; , provided that (iA) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f2.05(f) on the same terms and conditions as apply to the Company or the Selling ShareholderRequesting Shareholders, as applicable, and (iiB) if, at any time after giving written notice of its intention to register any stock Company Securities pursuant to this Section 5.02(a2.02(a) 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 such stocksecurities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof2.01 or a Shelf Registration to the extent required by Section 2.03. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Piggyback Registration. (b) If a registration pursuant to this Section 5.02 Piggyback Registration involves an Underwritten underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which Shares that the Company and the selling such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size; and, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder Shareholders pursuant to this Section 5.02 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registrationregistration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. (a) If If, at any time commencing after the date hereof until such time as the Holder has sold or otherwise disposed all of the Warrant Shares, the Company proposes to register any of its Common Stock equity securities under the Securities Act (other than in connection with a merger or consolidation or pursuant to a Demand Registration), Registration Statement on Form S-3 or S-4 or comparable registration statement) it will each give written notice, at least thirty (30)days prior to the filing of such timeregistration statement, to the Holder and to all other holders of Warrants and Warrant Shares (collectively, "Warrant Securities") of its intention to do so. If the Holder and/or other holders of Warrant Securities notify the Company within twenty (20) days after receipt of such notice of its or their desire to include any Warrants (including the shares of Common Stock underlying any such Warrants) and/or Warrant Shares (whether issued or issuable) in such proposed registration statement, the Company shall, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth below, afford the Holder and such Shareholders' rights under this Section 5.02 and shall offer all Shareholders holders of Warrant Securities the opportunity to include in have any such securities registered under such registration statement statement. If such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon registration is an underwritten registration, and the written request of any such Shareholder made within 10 days after the receipt of notice from managing underwriters advise the Company (which request shall specify that in their opinion the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so securities requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) 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 such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Sizenumber which can be sold in such offering without materially adversely affecting such underwriters' ability to effect an orderly distribution of such securities, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) registration first, so much of the Common Stock securities proposed to be registered for sold thereunder and, second, the account Warrant Securities and such other securities of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities having registration rights requested to be included in such registration by registered on a pro-rata basis. The Company shall have the right at any Shareholder pursuant time thereafter it shall give written notice to Section 5.02 (allocated, if necessary for the offering elect not to exceed file any such proposed registration statement or to withdraw the Maximum Offering Size, pro rata among same after filing but prior to the effective date thereof. The Company shall pay all such Shareholders on the basis of the relative number of shares of Registrable expenses relating to registration except sales commissions attributable to Warrant Securities so requested to be included offered by the holders thereof and except expenses incurred by the holders such as counsel for the holders. Such sales commissions and other such expenses will be borne by the holders requesting inclusion in such registration).