Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) If the Company proposes to register any Equity Securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (ai) If the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 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 Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least five days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 days (one of which shall be a 10 Business Day) Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the 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 Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f2.04(f)(i) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 2.02(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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration or Shelf Registration to the extent required by Section 5.1 hereof2.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (bii) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each such ShareholderStockholder); 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 Provided that the Registration Conditions have been satisfied, the Company proposes shall, at least 30 days prior to register the filing of any Equity Securities registration statement under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering Act (other than a registration statement on Form S-8 or Form S-4 or any comparable or successor forms) relating to the public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of its Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholderany of its security holders, as applicable, and (ii) if, at any time after giving give written notice of its intention to register on its own behalf any stock such proposed filing and prior to the effective date of the registration statement filed in connection with proposed date thereof to Almedica, and if, on or before the 20th day following the date on which such registrationnotice is given, the Company shall determine for any reason not to register receive a written request from Almedica requesting that the Company include among the securities covered by such stockregistration statement some or all of the Registrable Securities, the Company shall give written notice to all include 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 5.2 statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the manner and on behalf the terms of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering thereof set forth in Section 5.1(e) shall apply) and such request. If the managing underwriter advises the Company thatin 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 Almedica, in its view, plus the number of shares of Common Stock which sought to be registered by the Company and any other stockholders of the selling Shareholders intend Company is too large a number to include be reasonably sold, then, in such registration exceeds the Maximum Offering Sizeevent, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much number of the Equity Securities proposed shares 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 a registration statement either pursuant to Section 1(b) or 1(c) of this Agreement. Once effective, the Company shall use commercially reasonable efforts to keep such registration by any Shareholder pursuant to an statement continuously effective Piggyback under the Securities Act during the Registration request (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 held by such Shareholder)Period.

Piggyback Registration. (a) If the Company proposes to register any Equity Securities of its Common Stock under the Securities Act, whether or not for sale for its own account Act (including other than pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b5.02(b) hereof, give prompt written notice at least five 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 10 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities 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 Registrable Securities shares of Common Stock so 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 5.4(f5.04(f) on the same terms and conditions as apply to the Company or the other selling Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.25.02. (b) If a registration pursuant to this Section 5.2 5.02 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 an effective Piggyback Registration request 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 held by so requested to be included in such Shareholderregistration).

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (sale of securities by any Stockholder, but other than a public offering pursuant registration on Form S-8 or S-4, or any successor or similar forms, relating to a registration statement filed 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 transaction direct or indirect acquisition by the Company of another Person), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case each Stockholder holding Registrable Securities with rights to require registration of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Company Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 Registrable Securities so to be registered; provided, 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 5.4(f1.05(f)(i) on the same terms and conditions as apply to the Company or the any other selling Shareholder, as applicableStockholders, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 1.02(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 5.2 on behalf of the Company 1.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e1.01(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 Equity 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 an effective Piggyback Registration request Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Stockholders based on their relative ownership of Registrable Securities) requested be included in the basis Piggyback Registration. (ii) With respect to a Public Offering by the Company for the account of selling stockholders: (A) first, all Registrable Securities requested to be included in such 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 shares of Registrable Securities) requested to be included in the Piggyback Registration; and (B) second, all Registrable Securities held by such Shareholder)proposed to be registered for the account of the Company.

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 Equity Securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in contemplated by Rule 145 of 145(a) promulgated under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demandForm S-8 or any equivalent form), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (bmanaging underwriter(s) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 pursuant to Section 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 (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be included 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, there shall be no limit on the number of times the Holder may request registration under this Section 5(d); provided, however, that such registration by any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders rights shall terminate on the basis seventh (7th) anniversary of the relative number Effective Date or commencement of shares sales of Registrable Securities held by such Shareholderthe Offering in accordance with FINRA Rule 5110(f)(2)(G)(v).

Piggyback Registration. (ai) If the Company proposes to register any Equity Company Securities under the Securities ActAct (other than (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 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, 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 (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice (via electronic transmission) at least five 10 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder, which notice shall set forth offer such Shareholders' rights under this Section 5.2 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 2 5 days (one of which shall be a Business Day) after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the 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 Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f2.04(f)(i) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 2.02(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 5.2 on behalf of the Company 2.02(g) shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (bii) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each such ShareholderStockholder); 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. (a) If the Company proposes to register any Equity Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), otherwise in connection with a public offering sale of securities by another Person (including a Demand Registration by a Sponsor), but other than a public offering pursuant to a registration statement filed (i) in connection with a transaction Shelf Registration and any resale of the type described in Rule 145 of the Registrable Securities Act or for the purpose of issuing securities by a Sponsor pursuant to an employee benefit plana Shelf Registration, which shall be governed by the terms of Section 4.03, (ii) it will 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), the Company shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five ten (10) days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the each Shareholder making the demand)holding Registrable Securities hereunder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 ten (10) days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 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 ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f4.05(f) on the same terms and conditions as apply to the Company or the any other selling Shareholderequityholders; 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 on its own behalf any stock Registrable Securities pursuant to this Section 4.02(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 5.2 on behalf of the Company 4.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2is effected. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e4.01(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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Principal Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 5.01(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 5.2 on behalf of the The Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(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 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 Equity 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 an effective Piggyback Registration request Section 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 held so requested to be included in such registration by such Shareholdereach).

Piggyback Registration. (a) If If, at any time, the Company proposes determines to register any Equity Securities Common Stock under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), Act in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction Public Offering of such securities, the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall, at each such time, subject to the provisions of Section 5.2(b) hereof, promptly give prompt each Stockholder written notice at least five 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 and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a 10 Business Day) Days after the receipt giving of any such notice from by the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to of 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 5.4(f) on the same terms and conditions as apply to by the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 an effective Piggyback Registration request 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 held 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 Shareholder)offer. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

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 Equity Securities under class of equity securities, other than for the Securities Actregistration of securities for sale on a continuous or delayed basis pursuant to Rule 415, whether or not for sale (i) for its own account (including pursuant to a Demand Registration), other than in connection with a public offering (other than a public offering pursuant to the Registration Statement contemplated by Section 3 hereof or a registration statement filed 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 transaction dividend reinvestment plan), or (ii) for the account of a holder of securities of the type described Company pursuant to demand registration rights granted by the Company in Rule 145 a manner and on terms which satisfy the requirements of, and only to the extent permitted by Section 5(d)(ii) of the Securities Act or for Purchase Agreement (a "Requesting Securityholder"), then the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall in each such time, subject to the provisions of Section 5.2(b) hereof, case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least five 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 and their respective Permitted Transferees have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within fifteen (or, in 15) days after the case date of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), receipt of such notice (which notice request shall set forth such Shareholders' rights under this Section 5.2 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 all such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration")Registrable Securities so requested to be included therein. Upon Notwithstanding the written request foregoing, if the managing underwriter or underwriters of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from proposed public offering reasonably advises the Company (that the total amount or kind of securities which request shall specify the number Company, the Holders of Registrable Securities and any other Persons or entities intended to be disposed included in such proposed public offering is sufficiently large to adversely affect the success of by such Shareholder)proposed public offering, then the Company will use its reasonable best efforts to effect the registration under the Securities Act amount or kind of all Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so securities to be registered; provided, that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting offered for the accounts of any person intended to be included in the proposed offering, other than the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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, Requesting Securityholders and the Company shall give written notice to all such Shareholders and, thereuponHolders of Registrable Securities, shall be relieved of its obligation reduced (to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, zero if necessary) to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration necessary to reduce the total amount or kind of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 securities to be included in such registration proposed public offering to the amount or kind recommended by any Shareholder pursuant such managing underwriter or underwriters, and if such reduction is not sufficient, then the amount or kind of securities to an effective Piggyback Registration request (allocated, if necessary be offered for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis accounts of the relative number of shares Requesting Securityholders and the Holders of Registrable Securities held 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 such Shareholder)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 Equity 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), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 days ten (one of which shall be a 10) Business Day) Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the 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 Holders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f2.5(f) on the same terms and conditions as apply to the Company or (or, if the other 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 on its own behalf any stock Company Securities pursuant to this Section 2.3(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 5.2 on behalf of the Company 2.3 shall relieve the Company of its obligations to effect a Demand Registration, Registration or Shelf Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.1(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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each such ShareholderRegistering 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 In the Company event that MSCI at any time after the Initial Public Offering Date proposes to register any Equity Securities of its Common 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, whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a manner that would permit registration of Registrable Securities for sale for cash to the public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) Act, it will shall at each such timetime give, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five 30 days prior to the anticipated filing date of the registration statement relating to such registration registration, written notice to all Shareholders each Holder of Registrable Securities of its intention to do so and their respective Permitted Transferees (or, in of the case rights of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights Holder under this Section 5.2 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 2 15 days (one of which shall be a Business Day) after the receipt of MSCI’s notice from the Company (which request shall specify the number of 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 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 Registrable Securities so to be registeredPiggyback Registration; provided, that 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (iia) if, at any time after giving such written notice of its intention to register on its own behalf any stock 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 5.2 on behalf Other Securities; provided, that, such determination by MSCI shall not prejudice the rights of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration Holders of Registrable Securities requested pursuant to this immediately request a Demand Registration in accordance with Section 5.2.3.01; (b) If a if the registration pursuant referred to in the first sentence of this Section 5.2 involves 3.02 is to be an Underwritten Public Offering underwritten registration on behalf of MSCI (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply“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 Equity Securities 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 registration by offering, any Shareholder pursuant to an effective Xxxxxx Xxxxxxx Entity may withdraw its request for a Piggyback Registration request (allocated, if necessary and 90 days subsequent to the effective date of the registration 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 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 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 held by such Shareholder)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 Equity Company Securities (whether for its own account or for the account of other holders) under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose account of issuing securities pursuant to an employee benefit plan) it will another Person, the Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which written notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days (one of which shall be a ten Business Day) Days after the receipt of written notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered; 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 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 5.2 on behalf of the The Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(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 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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (ai) If the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 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 Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice (via electronic transmission) at least five days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder, which notice shall set forth offer such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a 10 Business Day) Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersRequesting Stockholders, to the extent requisite to permit the disposition of the 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 Stockholders requesting to be included in the Company's ’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f2.04(f)(i) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 2.02(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 5.2 on behalf of the Company 2.02(h) shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (bii) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each such ShareholderStockholder); 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 Equity Securities equity securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering Act (other than a public offering pursuant to Section 2.01 hereof and other than (i) a registration statement filed in connection with on Form S-4 related to a transaction 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 type described 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 Rule 145 each case, issued to the Company’s agents under the Company’s incentive compensation plans for agents of the Securities Act Company and its subsidiaries or for (iv) a registration on Form S-3 filed as contemplated by that certain registration rights letter agreement executed by the purpose of issuing securities Company pursuant to an employee benefit plan) it will the MH Merger Agreement and covering exclusively shares of Common Stock issued pursuant to the MH Merger Agreement), the Company shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five 21 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Holder, which notice shall set forth offer such Shareholders' rights under this Section 5.2 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 2 14 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersHolders, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(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 warranties in connection with any such registration other selling Shareholderthan 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 on its own behalf any stock 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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, registration to the extent required by Section 5.1 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 5.2is effected. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten Public Offering underwritten public offering (for the avoidance of doubt, other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity Securities 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 an effective Piggyback Registration request this Section 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 held by such Shareholderrequested to be included in the Piggyback Registration).

Piggyback Registration. (a) If at any time after the earlier of (i) the Permitted Third Party Transfer Date or (ii) the Regulatory Transfer Date, during which Registrable Securities are outstanding the Company proposes to register any Equity Securities of its securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), Act in connection with a the public offering of such securities for the account of either the Company or any of its Affiliates solely for cash (other than a public registration relating solely to the sale of securities to participants in a Company stock plan, an offering or sale of securities pursuant to a Form S-4 (or successor form) registration statement filed or a registration in connection with a transaction which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each Company shall, at such time, promptly give each Holder written notice of such registration and of such Holder's rights under this Section 4. 1. Upon the written request of each Holder given within 30 days after receipt of such notice from the Company, the Company shall, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand4.1(c), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended cause 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 Registrable Securities which the Company that each such Holder has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 such stockproceed with the proposed registration of the securities to be sold by it, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.2 on behalf (but not from its obligation to pay the expenses of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses registration in connection with each registration of Registrable Securities requested pursuant to this therewith as provided in Section 5.24.5). (b) If Each Holder shall be permitted to withdraw all or part of such Holder's Registrable Securities from a registration pursuant to this Section 5.2 involves 4.1 by giving notice of such withdrawal in writing at any time prior to the effective date of the registration statement filed in connection with such registration. (c) In connection with any offering involving an Underwritten Public Offering underwriting of Common Stock, (i) the Company shall not be required under Section 4.1 to include any Holder's securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or other than in Persons entitled to select the case of an Underwritten Public Offering resulting from a Demand Registrationunderwriters), in which case and (ii) if the provisions with respect managing underwriter for such offering advises the Company and the Holders electing to priority of inclusion participate in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company writing that, in its viewopinion, the number of shares of Common Stock which the Company and the selling Shareholders intend securities requested to include be included in such registration exceeds the Maximum Offering Sizenumber which can be sold in such offering without being reasonably likely to have an adverse effect on the price or timing of such offering as contemplated by the Company, then the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (iA) first, so much 100% of the Equity Securities proposed to be registered for the account of securities the Company as would not cause the offering proposes to exceed the Maximum Offering Size; and sell for its own account, (iiB) second, all to the extent of the number of Registrable Securities requested to be included in such registration, that number of Registrable Securities which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all the requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any amount thereby allocated to any such Holder that exceeds such Holder's request will be reallocated among the remaining requesting Holders in like manner), and (C) third, any securities requested to be included in such registration by any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis other Person. For purposes of the relative number of shares preceding sentence concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities held and which is a partnership or corporation, the partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single "selling shareholder" and any pro rata reduction with respect to such "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Shareholder)"selling shareholder," as defined in this sentence.

Piggyback Registration. (ai) If the Company at any time or from time to time proposes to register any Equity Securities file a registration statement under the Securities Act, whether or not Act with respect to an offering of Shares for sale cash (x) for its the Company’s own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of on Form S-4 or S-8 (or any successor or similar form that may be adopted by the type described in Rule 145 of the Securities Act Commission)) or (y) for the purpose account of issuing securities pursuant to an employee benefit plan) it will any holders of Shares, Options, or Convertible Securities other than Warrants and Warrant Shares, then the Company at each such time, subject to the provisions of Section 5.2(b) hereof, time shall give prompt written notice at least five 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 such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demanddate), which and such notice shall set forth such Shareholders' rights under this Section 5.2 offer each holder of Warrants and shall offer all Shareholders each holder of Registrable Securities the opportunity to include in register 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended as the such holder may request, by notice 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 Registrable Securities which the Company has been so requested to register by such Shareholderswithin 5 Business Days, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and Shares to be included in such offering. (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of If the registration statement filed in connection with such registration, of which the Company shall determine for any reason not to register such stock, the Company shall give written gives 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.26(c) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(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 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply6(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 Equity 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 offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in such offering 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 any Shareholder the Company pursuant to an effective Piggyback Registration request Section 6(c)(i)) and then to the Registrable Securities (allocated, if necessary for allocated among the offering not participating holders in proportion to exceed the Maximum Offering Size, pro rata among Registrable Securities requested to be registered thereby in such Shareholders on the basis offering). (iv) The Company may withdraw its notice of the relative number proposed registration given pursuant to Section 6(c)(i) at any time by giving written notice to each holder of shares Warrants and each holder of Registrable Securities held by Securities, whereupon the Company shall not be required to cause such Shareholder)proposed registration to be effected.

Piggyback Registration. (a) If at any time after the First Public Offering the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f5.04(f)(i) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 Equity 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 an effective Piggyback Registration request 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 held so requested to be included in such registration by each), provided, that, the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Shareholder)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 the Company proposes to register any Equity Company Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (sale of securities by a Stockholder, but other than a public offering pursuant registration on Form S-8 or S-4, or any successor or similar forms, relating to a registration statement filed 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 transaction direct or indirect acquisition by the Company of another Person), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees each Stockholder (or, in the case of each a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand“Piggyback Stockholder”), which notice shall set forth such Shareholders' Piggyback Stockholder’s rights under this Section 5.2 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 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersPiggyback Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f1.04(f)(i) on the same terms and conditions as apply to the Company or the any other selling Shareholder, as applicablestockholders, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 1.02(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 5.2 on behalf of the Company 1.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e1.01(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 Equity 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 an effective Piggyback Registration request 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 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). (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 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 held 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 such Shareholderthe managing underwriter), and (2) second, all Registrable Securities proposed to be registered for the account of the Company.

Piggyback Registration. (a) If In the Company event that Xxxxxxx at any time after the Initial Public Offering Date proposes to register any Equity Securities of its Common 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, whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a manner that would permit registration of Registrable Securities for sale for cash to the public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) Act, it will shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five 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 and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights Holder under this Section 5.2 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 2 15 days (one of which shall be a Business Day) after the receipt of Xxxxxxx’x notice from the Company (which request shall specify the number of 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 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 Registrable Securities so requested to be registered; provided, that 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (iia) if, at any time after giving such written notice of its intention to register on its own behalf any stock 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 registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand RegistrationOther Securities, without prejudice, however, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration rights of the Holders of Registrable Securities requested pursuant immediately to this request that such registration be effected as a registration under Section 5.2.3.1 to the extent permitted thereunder; (b) If a if the registration pursuant referred to in the first sentence of this Section 5.2 involves 3.2 is to be an Underwritten Public Offering (other than underwritten registration on behalf of Xxxxxxx, and a nationally recognized investment banking firm selected by Xxxxxxx advises Xxxxxxx in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company 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 Equity all Other Securities proposed 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 an the effective Piggyback Registration request (allocated, if necessary 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), (iii) third, up to the full number of Registrable Securities held by Holders (other than Xxxxxx Entities) of Registrable Securities that are requested to be included in such registration in excess of the number of Company Securities and Holder Securities to be sold in such offering not to exceed which, in the Maximum Offering Sizegood 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 Shareholders Holders on the basis of the relative number of shares of Registrable Securities held requested to be included therein by each such ShareholderHolder 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 the Company proposes to register any Equity Securities Common Shares under the Securities ActAct (other than (i) a Shelf Registration for Shareholders, which will be subject to the provisions of Section 2.03, provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a 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 (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 seven days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f) underwriters, on the same terms and conditions as apply to the Company or the holders of Common Stock (other selling Shareholderthan 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 on its own behalf any stock Common Shares pursuant to this Section 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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity Securities Common 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each), and (3) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any Equity Securities file a registration statement under the Securities Act, whether Act or not 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 sale for its (a) the Company’s own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction Registration 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), other than any Market Offering Registration Statement, then the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, Company shall give prompt written notice at least five 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 and their respective Permitted Transferees (orCompany, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company applicable (which request shall specify the number of Registrable Securities intended 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 Securities Act of Section 2.03, include all such requested Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(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 event of an offering of Equity Interests other selling Shareholderthan 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 on its own behalf any stock 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 5.2 on behalf , or dispose of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 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 5.22.02. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If Whenever the Company proposes to register an offering of any Equity Securities of its securities under the Securities Act, whether or not for sale for its own account Act (including pursuant to excluding (x) a Demand Registration), in connection with a public offering Shelf Registration Statement (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, which shall be subject to the provisions of Section 5.2(b1) hereofand (y) the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4, or any successor forms thereto then in effect) and the registration form to be used may be used for the registration of Registrable Securities and Other Registrable Securities, it will, at each such time, give prompt written notice thereof at least five days 10 Business Days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Piggyback Registration to all Shareholders the Investors and their Permitted Transferees other than to the Shareholder making the demand)holders of Other Registrable Securities, which notice shall set forth such Shareholders' Investors’ rights under this Section 5.2 3(a) and the rights of the Holders of Other Registration Rights under the 2015 Registration Rights Agreement and the 2016 Registration Rights Agreement and shall offer all Shareholders such Investors and such Holders of Other Registration Rights the opportunity to include in such registration statement such the number of shares Registrable Securities and Other Registrable Securities as such Investors and Holders of Common Stock as each such Shareholder Other Registration Rights, respectively, may request (a "“Piggyback Registration"”). . (b) Upon the written request of any such Shareholder made within 2 days (one Investor and Holder of which shall be a Business Day) after the receipt of notice from the Company Other Registrable Securities (which request shall specify the number of Registrable Securities and Other Registrable Securities (as the case may be) intended to be registered or disposed of by such ShareholderInvestor or Holder of Other Registrable Securities (as the case may be)) received within 5 Business Days after the delivery of the Company’s notice of registration, the Company will shall, subject to the limitations set forth in this Agreement including Section 3(d), use its commercially reasonable best efforts to effect the include in such registration under the Securities Act of all Registrable Securities and Other Registrable Securities which the Company has been Investors and Holders of Other Registrable Securities, respectively, have so requested to register by such Shareholders, to be registered or sold. (c) If the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, that Piggyback Registration is an Underwritten Offering (i) if such registration involves an Underwritten Public Offeringrelating to a Demand Registration, 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 5.4(f) on the same terms lead Underwriter and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of the registration statement filed additional Underwriters in connection with such registrationoffering shall be selected in accordance with Section 2(b), (ii) relating to a demand registration requested pursuant to the 2015 Registration Rights Agreement, the Company shall determine for lead Underwriter and 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 additional Underwriters in connection with such registration. No registration effected under this Section 5.2 on behalf offering shall be selected by holders of a majority of the Company shall relieve the Company of its obligations to effect a Demand Registration, registrable securities pursuant to the extent required by Section 5.1 hereof. The Company will pay all 2015 Registration Expenses Rights Agreement, and (iii) relating to an offering for the account of the Company, the lead Underwriter and any additional Underwriters in connection with each registration of Registrable Securities requested pursuant to this Section 5.2the offering shall be selected by the Company. (bd) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten Public Offering (other than in and any of the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter lead Underwriters advises the Company that, in its view, the total number or dollar amount of shares of Common Stock which securities requested to be included in the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include the securities in such the registration, in the following order of priority, up to the Maximum Offering Size: : (i) first, so much of the Equity Securities proposed to be registered for the account of securities the Company proposes to sell as would not cause the offering to exceed the Maximum Offering Size; and , (ii) second, (x) all Registrable Securities requested to be included in such registration by any Shareholder Investor pursuant to an effective Piggyback Registration request this Section 3 and (y) all Other Registrable Securities requested to be included in such registration by any Holder of Other Registrable Securities, in the case of (x) and (y) in aggregate, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Investors and Holders of Other Registrable Securities on the basis of the relative number of shares of Registrable Securities held and Other Registrable Securities so requested to be included in such registration by each such ShareholderInvestor and each such Holder of Other Registrable Securities, 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. All persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being sold by the Company. (e) If, at any time after giving notice of its intention to register any securities of the Company for the Company’s own account pursuant to Section 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 securities, the Company shall give notice to all the Investors and Holders of Other Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities and Other Registrable Securities in connection with such registration. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2 or a Shelf Registration Statement to the extent required by Section 1. (f) The Company shall pay all Registration Expenses of the Company and of each Investor in connection with each Piggyback Registration (other than underwriter discounts and commissions payable in connection with the sale of such Investor’s securities thereunder).

Piggyback Registration. (ai) If the Company at any time or from time to time proposes to register any Equity Securities file a registration statement under the Securities Act, whether or not Act with respect to an offering of Shares for sale cash (x) for its the Company’s own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of on Form S-4 or S-8 (or any successor or similar form that may be adopted by the type described in Rule 145 of the Securities Act Commission)) or (y) for the purpose account of issuing securities pursuant to an employee benefit plan) it will any holders of Shares, Options, or Convertible Securities other than Warrants and Warrant Shares, then the Company at each such time, subject to the provisions of Section 5.2(b) hereof, time shall give prompt written notice at least five 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 such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demanddate), which and such notice shall set forth such Shareholders' rights under this Section 5.2 offer each holder of Warrants and shall offer all Shareholders each holder of Registrable Securities the opportunity to include in register 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended as the such holder may request, by notice 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 Registrable Securities which the Company has been so requested to register by such Shareholderswithin 5 Business Days, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and Shares to be included in such offering. (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of If the registration statement filed in connection with such registration, of which the Company shall determine for any reason not to register such stock, the Company shall give written gives 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.26(c) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(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 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply6(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 Equity 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 offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in such offering 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 any Shareholder the Company pursuant to an effective Piggyback Registration request (allocatedSection 6(c)(i), if necessary for then to the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares holders of Registrable Securities held by 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 Shareholderoffering). (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. (a) If the Company proposes to register any Equity Securities of the equity securities issued by it under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person on Form S-8 or S-4, or any successor or similar forms), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees each Shareholder (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the so long as such Shareholder making the demandis then an Eligible Shareholder), which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 Registrable Securities so to be registered; provided, 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 5.4(f) by the Company on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 2.02(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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof3.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(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 Equity 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 an effective Piggyback Registration request Section 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 held or such other Company Securities so requested to be included in such registration by each such ShareholderShareholder 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 Equity Securities of its securities under the Securities Act, whether or not Act for sale to the public for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose account of issuing securities pursuant other security stockholders (except with respect to an employee benefit plan) the Initial Registration Statement, or registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice thereof to Stockholder of its intention so to do (such notice to be given at least five fifteen (15) days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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"thereof). Upon the written request of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from the Company Stockholder (which request shall specify the number of Registrable Securities intended to be disposed of by the Stockholder and the intended method of disposition thereof), received by the Company within ten (10) days after giving of any such Shareholder)notice by the Company, to register any of the Stockholder’s Registrable Securities, the Company will use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities as to which the Company has registration shall have been so requested to register be included in the securities to be covered by such Shareholdersthe Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Stockholder (in accordance with its written request) of the such Registrable Securities so to be registeredregistered (“Piggyback Registration Rights”); 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock securities pursuant to this Section 1.C 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 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 1.C. involves an Underwritten Public Offering (other than in underwritten public offering, the case of an Underwritten Public Offering resulting from a Demand RegistrationStockholder may elect, in which case writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Sizenotwithstanding, the Company will include may withdraw any registration statement referred to in such registration, in the following priority, up this Section 1.C. without thereby incurring any liability to the Maximum Offering Size: (i) first, so much of the Equity 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 an effective Piggyback Registration request (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 held by such Shareholder)Stockholder.

Piggyback Registration. (a) If Except in connection with any Demand Registration pursuant to Section 2.1 hereof, if the Company proposes to register any Equity Company Securities under the Securities ActAct (other than a registration on Form S-8 or S-4, or any successor forms, relating to Shares issuable upon exercise of employee share 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 (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days prior to the anticipated filing effective date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 2.2 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 2.2(b). Upon the written request of any such Shareholder made within 2 days (one of which shall be a 10 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f2.4(f) on the same terms and conditions as apply to the Company or the other selling Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the 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. The Company agrees to use commercially reasonable efforts to notify the Participating Shareholders if the price for any Company Securities to be registered for sale for the account of the Company is expected to occur outside of any previously publicly announced range; provided that the Company shall not have any such obligation with respect to any registration involving the registration of Company Securities only for the account of parties other than the Company. No registration effected under this Section 5.2 on behalf of the Company 2.2 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof2.1. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.1(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 Equity 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 the Participating Shareholders pursuant to an effective Piggyback Registration request this Section 2.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Participating Shareholders on the basis of the relative number of shares of Registrable Securities held owned by such ShareholderParticipating Shareholders); 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. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in ‎Section 2.01 and ‎Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) If the Company proposes to register any Equity Securities under the Securities Act, whether or not for sale for its Boron’s own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to Registration 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 Boron Common Stock (other than a registration statement filed in connection with a transaction Shareholder), then Boron shall give written notice of the type described in Rule 145 of the Securities Act such proposed filing or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject Underwritten Offering to the provisions of Section 5.2(bShareholders as soon as practicable (but in no event less than ten (10) hereof, give prompt written notice at least five days prior to Business Days before the anticipated filing date date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of the registration statement relating to any such registration to all Shareholders and their respective Permitted Transferees (ornotice by Boron, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include Registrable Securities in such registration statement such number of shares of Common Stock or Underwritten Offering, as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from the Company applicable (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the Company's registration must sell their following proviso, include all such requested Registrable Securities to the underwriters selected in such registration or Underwritten Offering, as provided in Section 5.4(f) applicable, on the same terms and conditions as apply applicable to the Company Boron’s or the other selling Shareholdersuch holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, as applicablehowever, and (ii) if, that if at any time after giving written notice of its intention to register on its own behalf any stock such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, or the Company consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to register such stockproceed with the proposed registration or disposition, as applicable, of the Company shall Equity Interests, then Boron may, at its election, give written notice of such determination to all such Shareholders 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 5.2 on behalf , or dispose of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses any Registrable Securities in connection with each such Underwritten Offering, as applicable. Such Shareholders shall, subject to ‎Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this ‎Section 2.03. No registration of Registrable Securities requested effected pursuant to a request under this Section 5.2‎Section 2.03 shall relieve Boron of its obligations under ‎Section 2.01 or ‎Section 2.02. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If Subject to the terms and conditions of this Agreement, if the Company at any time following the Closing Date (other than pursuant to Section 9.1(a)) proposes to register any Equity Securities of its securities under the Securities ActAct for sale to the public, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose account of issuing securities pursuant other security holders (the “Triggering Holders”) or both (except with respect to an employee benefit plan) registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days to the Purchaser of its intention to do so (such notice to be given not less than ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand related Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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"Statement). Upon the written request of the Purchaser, received by the Company within ten (10) Business Days after the giving of any such Shareholder made within 2 days (one notice by the Company, to register any of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities as to which the Company has registration shall have been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required to permit the sale or other disposition by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration the Purchaser or its Affiliates of such Registrable Securities requested so registered. In the event that any registration pursuant to this Section 5.2. (b9.1(b) If shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced pursuant to an Underwriter Cutback. In the event that the managing underwriter or co-managing underwriters on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than 9.1(b), or shall otherwise require a limitation of the number of shares to be included in the case of an Underwritten Public Offering resulting from a Demand Registrationregistration, in which case then the provisions with respect to priority of inclusion Company will include in such offering set forth in registration (i) first, securities proposed by the Company to be sold for its own account or for the account of the Triggering Holders and (ii) second, shares of Registrable Securities requested to be included by the Purchaser pursuant to this Section 5.1(e) shall apply9.1(b) and securities requested to be included by any other holders of Common Stock (the managing underwriter advises “Requesting Holders”), pro rata, based on the Company that, in its view, number of Registrable Securities beneficially owned by the Purchaser and the number of shares of Common Stock with applicable registration rights beneficially owned by the Requesting Holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 9.1(b) without thereby incurring any Liability to the Purchaser or its Affiliates. This Section 9.1(b) shall not apply with respect to any offering contemplated by Triggering Holders which is an underwritten block trade or similar transaction or other transaction with a one (1) day or less marketing period, including overnight bought deals, by one or more of the Selling Shareholders (or their affiliates or permitted transferees) or Other Equity Purchasers (or their Affiliates or permitted transferees). For the avoidance of doubt, to the extent the Purchaser elects to participate in registrations or offerings pursuant to this Section 9.1(b) in which one or more of the Selling Shareholders (or their affiliates or permitted transferees) is the Triggering Holder, the Purchaser acknowledges that the Sellers’ Representative shall be entitled to select the underwriters of such offering, negotiate the underwriting agreement and other documentation governing such offering, determine the timing, size and price of such offering and otherwise work with the Company and the selling underwriters in structuring and determining all aspects of the offering, and the Selling Shareholders intend to include (and their affiliates and permitted transferees) shall have priority in the event of any Underwriter Cutback in any 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder)or offering.

Piggyback Registration. (a) If the Company at any time proposes to register file a registration statement with respect to any Equity Securities under the Securities Actclass of its equity securities, whether or not for sale for its own account (including pursuant to a Demand Registration), other than in connection with a public offering (other than a public offering pursuant to the Registration Statement contemplated by Section 6.1 or a registration statement filed in connection with on Form S-4 or S-8 (or any successor or substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a transaction of the type described in Rule 145 of the Securities Act dividend reinvestment plan) or for the purpose account of issuing securities pursuant to an employee benefit plan) it will Other Approved Holder (a "Requesting Securityholder"), then the Company shall in each such time, subject to the provisions of Section 5.2(b) hereof, case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least five twenty (20) days prior to 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 and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights have its Registrable Securities registered under this Section 5.2 and 6.2 shall offer all Shareholders so advise the opportunity to include Company in such registration statement such number of shares of Common Stock as each such Shareholder may request writing within fifteen (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 2 15) days (one of which shall be a Business Day) after the date of receipt of such notice from the Company (which request shall specify set forth the number amount of Registrable Securities intended to be disposed of by such Shareholderfor which registration is requested), and the Company will use its reasonable best efforts to effect the registration under the Securities Act of shall include in such Registration Statement all such Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) therein on the same terms and conditions as apply to the Company securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or the other selling Shareholder, as applicable, and (ii) ifin part, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of such Registration Statement. Notwithstanding the registration statement filed in connection with foregoing, if the Managing Underwriter of any 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such proposed public offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company thatin writing that the total amount or kind of securities which the Holders of Registrable Securities, in its view, the number of shares of Common Stock which the Company and the selling Shareholders Other Approved Holders 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 Equity 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 proposed public offering is sufficiently large to an effective Piggyback Registration request (allocatedmaterially adversely affect the success of such proposed public offering, if necessary then the amount or kind of securities to be offered for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis accounts of the relative number of shares Holders of Registrable Securities held and the Other Approved Holders (other than the Requesting Securityholder) shall be reduced pro rata 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 Shareholder)Managing Underwriter before the securities offered by the Company or any Requesting Securityholder are so reduced.

Piggyback Registration. (a) If Whenever the Company proposes to register any Equity Securities under the Securities Act, whether or not for sale for its own account (including pursuant to file a Demand Registration), in connection with a public offering Registration Statement (other than a public offering Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Shareholders of its intention to do so. Upon the written request of a registration statement filed in connection with a transaction Shareholder or Shareholders, given within twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the type described in Rule 145 of Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Shareholder or Shareholder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder or Shareholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Shareholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Shareholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Shareholder’s participation in such underwriting on the terms set forth herein. All Shareholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the purpose underwriting by the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of issuing securities Shareholders materially greater than the obligations of the Shareholders pursuant to an employee benefit plan) it will each Section 2.5. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by the officers and directors of the Company shall be excluded from such time, subject registration and underwriting to the provisions extent deemed advisable by the managing underwriter and then, and, if a further limitation on the number of Section 5.2(b) hereofshares is required, give prompt written notice at least five days prior to the anticipated filing date number of the registration statement relating to shares that may be included in such registration to and underwriting shall be allocated among all Shareholders and their respective Permitted Transferees Other Holders requesting registration in proportion, as nearly as practicable (or, in the case of and subject to a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demandSeries A Holder’s rights under Section 2.1(d)), which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders to the opportunity to include in such registration statement such respective number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon on an as-converted basis) which they held at the written request of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from time the Company (which request shall specify gives the notice specified in Section 2.2(a); provided, however, that the number of Registrable Securities intended Shares permitted 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition included therein shall in any event be at least 50% of the Registrable Securities so securities included therein (based on aggregate market values). If any Shareholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered; provided, that (i) if such registration involves an Underwritten Public Offering, all such the excess shall be allocated among other requesting Shareholders requesting to be included and Other Holders pro rata in the Company's registration must sell their manner described in the preceding sentence. If any holder of Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company Shares or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date Other Holder disapproves of the registration statement filed in connection with terms of any such registrationunderwriting, the Company shall determine for any reason not such person may elect to register such stock, the Company shall give withdraw therefrom by written notice to all the Company, and any Registrable Shares or other securities excluded or withdrawn from such Shareholders and, thereupon, underwriting shall be relieved of its obligation to register any Registrable Securities in connection with withdrawn from such registration. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If the Company proposes to register any Equity Securities Common Shares under the Securities ActAct (other than (i) the First Public Offering or (ii) 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 5.02 and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such the number of shares of Common Stock Registrable Securities 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 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f5.04(f)(i) on the same terms and conditions as apply to the Company or the other selling ShareholderShareholders, as applicable, and (ii) if, it at any time after giving written notice of its intention to register on its own behalf any stock Common Shares 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 Equity Securities Common Shares 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 an effective Piggyback Registration request Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of shares of Registrable Securities held so requested to be included in such registration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

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 Equity Securities under Shares, other than Shares or other securities of the Securities ActCompany 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 not for sale for assets, merger, consolidation or other similar transaction) or the formation of a joint venture, in each case by the Company or any of its own account 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 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), not to proceed with the registration which is the subject of such notice. The obligations of the Company under this Section 6.1(b) are subject to the limitations, conditions and qualifications set forth in Sections 6.1(a) and (c). Any Securityholder may elect, in its sole discretion, to withdraw from any registration statement filed in connection with a public offering Piggyback Event by delivering written notice of such withdrawal to the Company prior to the effectiveness of the registration statement. If a Securityholder decides not to include (other than a public offering pursuant or is precluded from including) all of his, her or its Shares in any registration statement filed by the Company, such Securityholder will nevertheless continue to have the right under this Section 6.1(b) to include Shares in a registration statement filed in connection with a transaction of future Piggyback Event, all upon the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, terms and subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder)this Agreement.”

Piggyback Registration. (a) If at any time following an initial Public Offering the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least twenty five days (25) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days twenty (one of which shall be a 20) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f10.03(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 10.02(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 5.2 on behalf of the Company 10.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof10.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e10.01(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 Equity 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 an effective Piggyback Registration request Section 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 held so requested to be included in such registration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company at any time proposes to register any Equity Securities of its securities under the Securities ActAct for sale to the public, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose account of issuing securities pursuant other security holders or both (except with respect to an employee benefit plan) registration 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 5.2(b) hereof, give prompt written notice at least five 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 and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 15 days (one of which shall be a Business Day) after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities as to which the Company has registration shall have been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions that such registration is permitted under the Securities Act. In the event that any registration pursuant to this Section 3 shall be, in connection with such registrationwhole or in part, an underwritten public offering of Common Stock and the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall determine for any reason not to register such stock, securities of the Company shall give written notice to all held by Other Stockholders (other than Other Stockholders that requested the registration pursuant a demand registration right of such Shareholders andOther Stockholder), 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 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 5.2. (b) If a registration pursuant conform to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company that, in its viewlimitation, 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, that may be included in the following priorityregistration shall be allocated among the Holders requesting registration of Registrable Securities in proportion, up as nearly as practicable, to the Maximum Offering Size: (i) first, so much respective amounts of the Equity 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 that such Holders had requested to be included in such registration. The Company shall advise all holders of securities requesting registration by any Shareholder pursuant as to an effective Piggyback Registration request (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 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 held by or other securities excluded or withdrawn from such Shareholder)underwriting shall also be withdrawn from such registration.

Piggyback Registration. (a) If Subject to any contractual obligations to the Company contrary, if the Partnership proposes at any time to register any Equity Securities under the Securities ActAct any of the equity securities issued by it (other than the Initial Registration or any 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 pursuant to restricted equity awards granted by KKR Holdings or in connection with a direct or indirect acquisition by the Partnership of another person or as a recapitalization or reclassification of securities of the Partnership), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Partnership shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five 15 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)KKR Holdings, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders KKR Holdings the opportunity to elect 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended of the same class or series as those proposed to be disposed of registered held by such ShareholderCovered Persons as KKR Holdings may request (a “Piggyback Registration”), subject to the Company will provisions of Section 2.3(b). If KKR Holdings elects to effect a Piggyback Registration, the Partnership shall give notice of the registration statement relating to such registration to those Covered Persons who KKR Holdings determines to afford participation in the Piggyback Registration. Upon the request of KKR Holdings, the Partnership shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company Partnership has been so requested to register by such ShareholdersKKR Holdings, to the extent requisite necessary to permit the disposition of the Registrable Securities so to be so registered; provided, 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 5.4(f) by the Partnership on the same terms and conditions as apply to the Company Partnership or the any other selling Shareholderperson, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock securities pursuant to this Section 2.3(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 5.2 on behalf of the Company 2.3 shall relieve the Company Partnership of its obligations to effect a an Exchange Registration or Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If Subject to Section 2.2(c) and any other contractual obligations to the contrary, if a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 Covered Persons and all Partnership Securities requested to be included in such registration pursuant to an effective Piggyback Registration request (any piggyback registration rights of third parties, allocated, if necessary for the offering not to exceed the Maximum Offering Size, (i) as among such Covered Persons as a group, on the one hand, and any such third parties, on the other hand, pro rata among such Shareholders based on the basis of the relative number of shares of Registrable Securities held owned by such Shareholder)Covered Persons and the number of Partnership Securities with respect to which such third parties are entitled to request piggyback registration, and (ii) as among such Covered Persons, in such proportions as shall be determined by KKR Holdings; and (iv) fourth, any securities proposed to be registered for the account of any other persons with such priorities among them as the Partnership shall determine. (c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities 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 KKR Holdings or any other Covered Person pursuant to this Section 2.3 unless some or all of such person’s Registrable Securities are permitted to be transferred under the terms of applicable agreements between such person and the Partnership or any of its subsidiaries.

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (sale of securities by another person, but other than a public offering pursuant to registration on a registration statement filed Form S-4 in connection with a transaction direct or indirect acquisition by the Company of another Person or a registration on a Form S-8), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days thirty (30) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, each Stockholder with rights to participate in the case such registration of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Company Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 5.02 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 2 days ten (one of which shall be a 10) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 Registrable Securities so to be registered; provided, 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 5.4(f5.05(f) on the same terms and conditions as apply to the Company or the any other selling Shareholderstockholders; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties 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 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 amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration. If, at any time after giving written notice of its intention to register on its own behalf 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2is effected. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 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 Equity Company Securities 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 Stockholders pursuant to an effective Piggyback Registration request Section 5.02 (allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among such Shareholders Stockholders based on the basis of the their relative number of shares of Registrable Securities held by such Shareholderrequested to be included in the Piggyback Registration).

Piggyback Registration. (a) If the Company proposes shall at any time determine to register any Equity Securities under equity securities of the Securities Act, whether or not Company for sale to the public for its own account (including pursuant to a Demand Registration), in connection with a public offering or for the account of other holders of equity securities of the Company on any registration form (other than a public offering pursuant to a registration statement filed in connection with a transaction Form S-4 or S-8 or other successor forms) which permits the inclusion of the type described in Rule 145 of the Registrable Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 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 2 twenty (20) days (one after delivery of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities 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 Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Holder 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 5.2 involves an Underwritten Public Offering (other than in 2.1(a). In such event, the case right of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect any Holder to priority of inclusion 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 set forth shall (together with the Company) enter into an underwriting agreement in Section 5.1(ecustomary form. (c) shall apply) 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 Equity 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 by a Holder and other holders of the Company's securities exercising similar piggyback registration by any Shareholder pursuant to an effective Piggyback Registration request (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 held by each such Shareholder)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 the Holders pursuant to Section 2.1 (irrespective of whether a written request for inclusion of any such 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 Whenever the Company Corporation proposes to register any Equity Securities of its securities for an underwritten offering under the Securities ActAct 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, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering ii) at any time one hundred eighty (other than a public offering pursuant to a 180) days after the effective date of the first registration statement filed in connection with a transaction by the Corporation covering an underwritten offering of the type described in Rule 145 any of the Securities Act or for the purpose of issuing its securities pursuant to an employee benefit plan) it will each such time, subject to the provisions general public, Corporation Securities of Section 5.2(b) hereofany other holder are included in the registration statement for such offering as securities being offered by a selling stockholder (each a “Piggyback Registration”), the Corporation shall give prompt written notice to all holders of Registrable Securities of the proposed offering at least five 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 statement, and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 twenty (20) days (one of which shall be a Business Day) 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 Registrable Securities intended to be disposed of by such Shareholder)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 such Registrable Securities which the Company has been so requested to register by such Shareholders, Securities. Notwithstanding anything to the extent requisite contrary contained herein, the Corporation shall have the right to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration holder of Registrable Securities requested pursuant has elected to this Section 5.2include securities in such registration. (b) If a Piggyback Registration is an underwritten registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 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 an effective Piggyback Registration request 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 Registrable Securities and any other securities requested to exceed the Maximum Offering Sizebe included in such registration, pro rata among the holders of such Shareholders Registrable Securities and such other parties on the basis of the relative number of shares of Registrable Securities held securities owned by each such Shareholder)holder.

Piggyback Registration. (a) If Subject to any contractual obligations to the contrary, if the Company proposes at any time to register any Equity Securities of the equity securities issued by it under the Securities ActAct (other than a registration on Form S-8 or S-4, or any successor forms, relating to shares of Class A Common Stock issuable 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 or as a recapitalization or reclassification of securities of the Company), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five 15 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Covered Persons, which notice shall set forth such Shareholders' Covered Person’s rights under this Section 5.2 2.3 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 2.3(b). Upon the written request of any such Shareholder Covered Person made within 2 five business days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of registered by such ShareholderCovered Person), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by all such Shareholdersother Covered Persons, to the extent requisite necessary to permit the disposition of the Registrable Securities so to be registered; provided, 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 ’s registration must sell their Registrable Securities to the underwriters selected as provided by the Company in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Covered Persons, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock securities pursuant to this Section 2.3(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 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 5.2 on behalf of the Company 2.3 shall relieve the Company of its obligations to effect a Fifth Anniversary Registration or Demand Registration, Registration to the extent required by Section 5.1 hereof2.1 or Section 2.2, respectively. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If Subject to any contractual obligations to the contrary, if a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(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 Shareholders such Covered Persons 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 Equity Securities Company securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; andCompany; (ii) second, to the Company 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 an effective Piggyback Registration request Covered Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders Covered Persons on the basis of the relative number of shares of Registrable Securities held so requested to be included in such registration by each); and (iv) fourth, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine. (c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities 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 Company or any of its subsidiaries. The Company shall not be obligated to provide notice or afford Piggyback Registration to any Covered Person pursuant to this Section 2.3 unless some or all of such Covered Person’s Registrable Securities are permitted to be transferred under the terms of applicable agreements between such Covered Persons and the Company or any of its subsidiaries.

Piggyback Registration. (a) If the Company proposes to register any Equity Securities Common Stock under the Securities Act, whether or not for sale for its own account Act (including other than pursuant to a Demand Registration), Registration and other than a registration on Form S-4 in connection with a public offering (other than a public offering pursuant to direct or indirect acquisition by the Company of another Person or a registration statement filed in connection with on a transaction of Form S-8), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Stockholder, which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 fifteen (15) days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by such Shareholdersthe Stockholder, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f5.05(f) on the same terms and conditions as apply to the Company or the any other selling Shareholderstockholders; provided, however, that the Stockholder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as applicableto (i) the Stockholder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims 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 on its own behalf any stock 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2is effected. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten Public Offering underwritten public offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 Equity Securities 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 an effective Piggyback Registration request (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 held by such Shareholder)Section 5.02.

Piggyback Registration. (a) If Whenever the Company proposes to register any Equity Securities shares of its Common Stock under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering Act (other than a public offering pursuant registration effected solely to a registration statement filed in connection with implement an employee benefit plan or a transaction of the type described in to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the purpose account of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date one or more stockholders of the registration statement relating to such registration to all Shareholders Company and their respective Permitted Transferees (or, in the case form of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended Statement 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of the registration statement filed used in connection with such registration, the Company shall determine registration may be used for any reason not to register such stockregistration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 14 days prior to all the filing of such Shareholders Registration Statement) to the Investors (which notice shall describe in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and, thereuponif applicable, a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such Registration Statement)) of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall be relieved of its obligation to register any include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Investors within 7 days after the Company’s notice has been given to each such Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in connection with its sole discretion. In such registration. No registration effected under this Section 5.2 on behalf of event, the Company shall relieve so notify each Investor that had notified the Company in accordance with this Section 3(a) of its obligations intention to effect participate in such offering. A Piggyback Registration shall not be considered a Demand Registration, to the extent required by Registration for purposes of Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration 2 of Registrable Securities requested pursuant to this Section 5.2Agreement. (b) If a registration pursuant to this Section 5.2 involves Piggyback Registration is initiated as an Underwritten Public Offering (other than in underwritten primary offering on behalf of the case of an Underwritten Public Offering resulting from a Demand RegistrationCompany, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company that, and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its viewopinion, the number of shares of Common Stock which proposed to be included in any such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company and the selling Shareholders intend will be obligated to include in such registration exceeds only that number of shares of Common Stock which, in the Maximum Offering Sizejudgment of the managing underwriter, would not adversely affect the Company will include price per share of the Common Stock to be sold in such offering. In the case of any such reduction in the number of shares of Common Stock proposed to be included in any such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much shares of the Equity 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 Common Stock to be included in such registration shall be allocated as follows: (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by any Shareholder pursuant to an effective Piggyback Registration request (allocatedholders of Registrable Securities, if necessary for the offering not to exceed the Maximum Offering Size, allocated pro rata among all such Shareholders holders on the basis of the relative number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion, the number of shares of Common Stock proposed to be included in any such registration, including all Registrable Securities held and all other shares of Common Stock proposed to be included in such underwritten offering, would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will be obligated to include in such registration only that number of shares of Common Stock which, in the judgment of the managing underwriter, would not adversely affect the price per share of the Common Stock to be sold in such offering. In the case of any such reduction in the number of shares of Common Stock proposed to be included in any such registration, the shares of Common Stock to be included in such registration shall be allocated as follows: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such Shareholder)registration and by the holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as-converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a underwritten primary offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (e) Each Investor shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement or prospectus supplement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such offering and (ii) such withdrawal shall be irrevocable.

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 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 Equity Securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in contemplated by Rule 145 of 145(a) promulgated under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demandForm S-8 or any equivalent form), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (bmanaging underwriter(s) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 pursuant to Section 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 (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be included 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, there shall be no limit on the number of times the Holder may request registration under this Section 5(d); provided, however, that such registration by any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders rights shall terminate on the basis seventh (7th) anniversary of the relative number commencement of shares sales of Registrable Securities held by such Shareholderthe Offering in accordance with FINRA Rule 5110(f)(2)(G)(v).

Piggyback Registration. (ai) If the Company proposes to register any Equity Securities Ordinary Shares under the Securities ActAct (other than a registration on Form S-8, F-4 or any successor forms, relating to securities of the Company issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, in connection with a direct or indirect acquisition by the Company of another Person, or pursuant to Section 3(a) hereof), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 1(a)(i) and shall offer all Shareholders such Shareholder the opportunity to include in such registration statement such number the amount of shares Registrable Securities of Common Stock the same class or series as each those proposed to be registered that such Shareholder may request (a "“Piggyback Registration"”), subject to the provisions of Section 1(a)(ii). Upon the written request of any such Shareholder made within 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number amount of Registrable Securities intended to be disposed of by such Shareholderregistered), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, provided that (iA) if such registration involves an Underwritten a Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters underwriter(s) selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicableCompany, and (iiB) if, at any time after giving written notice of its intention to register on its own behalf any stock Ordinary Shares pursuant to this Section 1(a)(i) 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 stockOrdinary Shares, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to use reasonable best efforts to register any Registrable Securities in connection with such registrationSecurities. No registration effected under this Section 5.2 on behalf of the Company 3(b) shall relieve the Company of its obligations to effect a Demand Registration, demand registration to the extent required by Section 5.1 hereof3(a). The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (bii) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registrationany demand registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e3(c)(i) shall apply) and the managing underwriter advises underwriter(s) advise the Company that, in its view, the number of shares Ordinary Shares of Common Stock which the Company that the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering SizeSize (as defined below), the Company will shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) A. first, so much of the Equity Securities Ordinary Shares of the Company proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and; (ii) B. second, to the extent the Maximum Offering Size exceeds the amount of shares included pursuant to Section 3(b)A, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to an effective Piggyback Registration request (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 held so requested to be included in such registration by each such Shareholder); 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 If, at any time following the Closing Date, the Company proposes to register any Equity Common Stock 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 shares of Common Stock or any other class of 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 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 Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice (via facsimile or electronic transmission) at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Holders, which notice shall set forth such Shareholders' the Holders’ rights under this Section 5.2 2.3 and shall offer all Shareholders each Holder 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 those proposed to be registered as each such Shareholder Holder may request (a "“Piggyback Registration"”), subject to the provisions of Section 2.3(b). Upon the written request of any such Shareholder a Holder made within 2 days (one of which shall be a ten Business Day) Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by such Shareholdersregister, to the extent requisite to permit the disposition of the 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 requesting to be included in the Company's registration Holder must sell their its Registrable Securities to the underwriters selected as provided in Section 5.4(f2.5(f) on the same terms and conditions as apply to the Company or (or, if the other selling ShareholderCompany is not offering any Common Stock, 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 on its own behalf any stock Common Stock pursuant to this Section 2.3(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 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 5.2 on behalf of the Company 2.3 shall relieve the Company of its obligations to effect a Demand Registration, Registration or Shelf Registration to the extent required by Section 5.1 hereof2.1. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.1(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 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 many of the Equity Securities shares of 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 held by Holders requesting to be included include Registrable Securities in such registration by any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for this Section 2.3 based on the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares percentage of Registrable Securities held by such ShareholderHolders (determined based on the aggregate number of Registrable Securities held by each such Holder); (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 Equity Securities Common Shares under the Securities ActAct (other than (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 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 (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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"”). Upon the written request of any Any such Shareholder made may, within 2 days (one of which shall be a two Business Day) Days after the receipt of notice from the Company, request that the Company (which request shall specify also effect the number registration under the Securities Act of Registrable Securities intended to be disposed all or any portion of by such Shareholder’s Registrable Securities. Thereafter, subject to the provisions of Section 2.02(b), the Company will shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite necessary to permit the disposition of the Registrable Securities so to be registered; provided, provided that (iA) 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 5.4(f2.05(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicableCompany, and (iiB) if, at any time after giving written notice of its intention to register on its own behalf any stock Common Shares pursuant to this Section 2.02(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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(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 Equity Securities Common Shares 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each such Shareholder; provided, that Warrant Shares shall be treated as "Registrable Securities" and holders of Warrant Shares shall be treated as "Shareholders" for the purpose of this Section 2.02(b)(ii) only), 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; provided, however, that in no event shall the number of Shareholders’ Registrable Securities included in any such registration be reduced to less than 20% of the Maximum Offering Size if the number of Registrable Securities requested to be included therein by Shareholders exceeds such amount.

Piggyback Registration. (a) If the Company at any time proposes to register any Equity Securities under the Act any of its securities that are of the same class as the Registrable Securities Act(other than in connection with a tender offer, whether 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 registration statement covering the sale of Registrable Securities) for sale for its own account (including pursuant to a Demand Registration)or otherwise, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each at such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days prior to the anticipated filing date Investor of the registration statement relating its intention to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 the Investor made within fifteen (15) days after the date of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)notice, the Company will use its reasonable best efforts to effect affect the registration under the Securities Act of all 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 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 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If (i) a registration pursuant to this Section 5.2 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 (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(eii) shall apply) 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 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder)this Section 3.

Piggyback Registration. (a) If at any time the Company proposes to register any Equity Securities under the Securities Actfile a Registration Statement, whether or not for sale for its own account (including other than pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) 2 hereof, it will, prior to such filing, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (orStockholders of its intention to do so and, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 upon the written request of any such Shareholder made a Stockholder or Stockholders given within 2 10 business days (one of which shall be a Business Day) after the receipt of Company provides such notice from the Company (which request shall specify state the number intended method of disposition of such Registrable Securities intended to be disposed of by such ShareholderShares), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of cause all Registrable Securities 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 request of such 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. (b) 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 Securities so Shares which the holders have requested to be registered; providedincluded 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 (i) 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 5.4(f) on foregoing is less than the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity Securities 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 an effective Piggyback Registration request (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 held by such Shareholderrights).

Piggyback Registration. (a) If the Company at any time proposes to register any Equity Securities of its Common Stock or any other of its securities (collectively, "Other Securities") under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a manner which would permit registration of Registrable Securities for sale for cash to the public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) Act, it will each at such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice to each Holder of its intention to do so at least five 10 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which registration. Such notice shall set forth offer each such Shareholders' rights under this Section 5.2 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 2 5 business days (one of which shall be a Business Day) after the receipt of the Company's notice from the Company (which request shall specify the number of 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 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 Registrable Securities so requested to be registered; provided, that provided 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. and (bB) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect determination to priority of inclusion in delay such offering set forth in Section 5.1(e) shall apply) 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 Sizeregistration, 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 Equity 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 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 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 provided that the Holder is permitted to substitute for the Registrable Securities so excluded an effective Piggyback Registration request (allocatedequal 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 securities (including Registrable 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 held by 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, except as expressly provided in Section 2(a)(iv) to the extent such Shareholder)registration under this Section 3 results in a reduction in ownership below the majority threshold specified therein; 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. (ai) If the Company at any time proposes to register any Equity Securities of its Common Stock or any other of its securities (collectively with the Common Stock, “Other Securities”) under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a manner which would permit registration of Registrable Securities for sale for cash to the public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of under the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) Act, it will each at such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice to Sovereign of its intention to do so at least five 10 business days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which registration. Such notice shall set forth such Shareholders' rights under this Section 5.2 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 2 5 business days (one of which shall be a Business Day) after the receipt of the Company’s notice from the Company (which request shall specify the number of 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 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 Registrable Securities so requested 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 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock 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. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. and (bB) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect determination to priority of inclusion in delay such offering set forth in Section 5.1(e) shall apply) 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 Sizeregistration, 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 Equity 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 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 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; (iii) If the registration referred to in the first sentence of this subsection 2.1(a) is to be a registration in connection with an effective Piggyback Registration request 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: (allocated1) 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 securities (including Registrable 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 held by such Shareholder)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 If, at any time, the Company proposes to register any Equity Securities of its securities under the Securities ActAct 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 or not for sale for its own account (including pursuant to a Demand Registration), or in connection with a public offering (other than a public offering demand registration pursuant to a registration statement filed the Investor Rights Agreement (as defined in connection with a transaction of the type described below in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholdersstatement, to the extent requisite to permit the disposition Holders of the Registrable Securities so of its intention to be registered; provideddo 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, that 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 5.4(f) on the same terms and conditions as apply to amended November 23, 2005, among the Company or and the other selling Shareholder, as applicable, and Shareholders named therein (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of the registration statement filed in connection with such registration, "Investor Rights Agreement"). In no event shall 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a 2.2 to reduce the amount of securities to be registered by it unless such registration is effected pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in 2.2 of the case of an Underwritten Public Offering resulting from a Demand Registration, in which case Investor Rights Agreement. Notwithstanding the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Sizeforegoing, the Company will include may withdraw any registration statement referred to in such registration, in the following priority, up this Section 2.2 without thereby incurring any liability to the Maximum Offering Size: (i) first, so much of the Equity 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 an effective Piggyback Registration request (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 held by such Shareholder)Holders.

Piggyback Registration. (a) If If, at any time, the Company proposes or is required to register any Equity Securities of its equity securities or securities convertible or exchangeable for equity securities under the Securities ActAct (other than pursuant to (i) registration on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, Form S-8 or (ii) a merger, consolidation or acquisition, Form S-4), whether or not for sale for its own account account, the Company shall give at least 10 (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit planten) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt days written notice at least five days prior of its intention to the anticipated filing date do so to each Holder of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case record of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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")Registrable Securities. Upon the written request of any such Shareholder Holder, made within 2 10 days (one of which shall be a Business Day) after following the receipt of any such written notice from the Company (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such ShareholderHolder and the intended method of distribution thereof), the Company will shall use its reasonable best efforts to effect cause all such Registrable Securities, each Holder of which have so requested the registration thereof, to be registered under the Securities Act of all Registrable Securities (with the securities which the Company has been so requested at the time proposes to register by such Shareholders, to the extent requisite register) to permit the sale or other disposition by each Holder (in accordance with the intended method of distribution thereof) of the Registrable Securities so to be so registered; provided. There is no limitation on the number of piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. If a registration relates to an underwritten offering, that (i) if the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to have its Registrable Securities included in such registration involves an Underwritten Public Offering, all shall be conditioned upon such Shareholders requesting to be included Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the Company's registration must sell underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities to through such underwriting (together with the Company) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected as provided in Section 5.4(f) on for such underwriting by the same terms and conditions as apply to Company. Each Holder hereby agrees that, if requested by the Company or the representative of the underwriters of Common Stock (or other selling Shareholdersecurities) of the Company, such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as applicablea sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included for sale in the registration) for a period specified by the Company and the representative of the underwriters of Common Stock (iior other securities) if, at any time after giving written notice of its intention the Company not to register on its own behalf any stock and prior to exceed 180 days following the effective date of the a 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 5.2 on behalf of the Company shall relieve filed under the Company Securities Act. Notwithstanding any other provision of its obligations this Agreement, if the underwriter or underwriters reasonably determine in good faith that marketing factors require a limitation of the number of shares to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company that, in its viewbe underwritten, 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, that may be included in the following priority, up to the Maximum Offering Size: underwriting shall be allocated as follows: (i) first, so much of to the Equity Securities proposed to be registered for the account of securities the Company as would not cause the offering proposes to exceed the Maximum Offering Sizesell; and (ii) second, all to the Registrable Securities requested to be included in such registration by any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for the offering not to exceed the Maximum Offering Size, Holders seeking registration under this Section 2 on a pro rata among such Shareholders basis based on the basis of the relative total number of shares of Registrable Securities held by such Shareholder)Holders; and (iii) third, to the Registrable Securities held by Holders other than Holders who requested that their Registrable Securities be included in such registration under this Section 2 pro rata based on the total number of Registrable Securities held by such Holders; provided, however, that in no event shall the amount of securities of the participating Holders included in the registration be reduced below 25% of the total amount of securities included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the partners, former partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder or any stockholder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4.

Piggyback Registration. (a) If If, at any time, the Company proposes is required by Section 3.2 of this Agreement (a "Demand Registration") or the Company otherwise determines to register any Equity Securities Common Stock under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), Act in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction Public Offering of such securities, the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall, at each such time, subject to the provisions of Section 5.2(b) hereof, promptly give prompt each Stockholder written notice at least five 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 and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 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 2 days (one of which shall be a ten Business Day) Days after the receipt giving of any such notice from by the Company (which request shall specify the number of Registrable Securities 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 Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to of such Stockholder that such Holder has requested be registered; provided, that (i) if registered for disposition in accordance with the intended method of disposition as stated in such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in notice and with the Company's registration must sell their Registrable Securities to underwriter selected by the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time after giving written notice Board of its intention to register on its own behalf any stock 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 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Directors. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company that, in its view, that the number inclusion of shares of Common Stock which the Company all Registrable Securities and the selling Shareholders intend Primary Shares proposed to include be included in such registration exceeds would interfere with the Maximum Offering Size, successful marketing (including pricing) of the Company will include Registrable Securities proposed to be included in such registration, in the following priority, up to the Maximum Offering Size:registration and (i) firstsuch registration is being made in respect of a Demand Registration, so much then the number of the Equity Registrable Securities and Primary Shares proposed to be registered for included in such registration shall be included in the account of following order: first, 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 an effective Piggyback Registration request the Institutional Holders, the Management Holders and the Additional Holders (allocatedor, if necessary for the offering not to exceed the Maximum Offering Sizenecessary, such Registrable Securities pro rata among the Holders of such Shareholders on Registrable Securities based upon the basis of the relative number of shares of Registrable Securities held requested to be included in such registration); and; second, the Primary Shares; or (ii) such registration is being made in respect of a registration other than in respect of a Demand Registration, then the number of Registrable Securities and Primary Shares proposed to be included in such registration shall be included in the following order: first, all Primary Shares offered for the account of the Company; and second, the Registrable Securities requested to be included in such registration by the Institutional Holders, the Management Holders and the Additional Holders (or, if necessary, such ShareholderRegistrable Securities pro rata among the Holders of such Registrable Securities based upon the number of Registrable Securities requested to be included in such registration); and. 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 the Company proposes to register any Equity Securities file a registration statement under the Securities Act, whether or not for sale Act with respect to an offering of its common stock for its own account (including pursuant to a Demand Registration), in connection with a public offering or for the account of another Person (other than a public offering registration statement on Form S-4 or S-8 or pursuant to a registration statement filed Rule 415 (or any substitute form or rule, respectively, that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to the Holders at the address set forth in connection with a transaction the share register of the type described Company as soon as reasonably practicable (but in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five no event less than 10 days prior to before the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demanddate), which and such notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders each Holder the opportunity to include in such registration statement register on the same terms and conditions such number of shares of Common Stock Registrable Securities as each such Shareholder Holder may request (a "Piggyback Registration"). Upon the written request Each Holder will have five business days after receipt of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from to notify the Company (which request shall specify as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the number Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of Registrable Securities intended to be disposed of by such Shareholder)a Person other than the Company, the Company will use its reasonable best efforts to effect have the shares of Registrable Securities that the Holders wish to sell included in the registration under the Securities Act of all Registrable Securities which statement. If the Company has been so requested 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 Registrable Securities so to be registered; provided, that Holders and (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicableconnection therewith, and (ii) ifin the case of a determination to delay a proposed offering, at any time after giving written notice of its intention shall thereupon be permitted to register on its own behalf any stock and prior to delay registering such Registrable Securities for the effective date same period as the delay in respect of the registration statement filed in connection with such registrationproposed offering. As between the Company and the Selling Holders, the Company shall determine for any reason not be entitled to register such stock, select the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Underwriters in connection with such registration. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand any Piggyback Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e) shall apply) 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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If If, at any time following one hundred and eighty (180) days after the effective date of the registration statement for a Qualified IPO, the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case each holder of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Registrable Securities, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 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 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, provided that (i1) 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 5.4(f4(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii2) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 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 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 5.2 on behalf of the The Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each Piggyback Registration. For the avoidance of doubt, Piggyback Registrations pursuant to this Section 2 shall not be deemed to be the Demand Registration as described under Section 1(a). There shall be no limit on the number of times that the Shareholders may request registration of Registrable Securities requested pursuant to under this Section 5.22(a). (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten Public Offering underwritten public offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e1(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 Equity 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 an effective Piggyback Registration request this Section 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 held so requested to be included in such registration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company Company, subject to Section 2.03, proposes to register any Equity Company Securities under the Securities ActAct (other than a registration on Form S-8 or S-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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder owning any Common Shares, which notice shall set forth such Shareholders' Stockholder's rights under this Section 5.2 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(b). Upon the written request of any such Shareholder Stockholder made within 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, provided that (i) if such registration involves an Underwritten underwritten Public Offering, all such Shareholders Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f2.04(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Stockholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 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 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 5.2 on behalf of the Company 2.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof2.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e2.01(h) 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 Equity 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 an effective Piggyback Registration request Section 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 held so requested to be included in such registration by each), and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any Equity Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), otherwise in connection with a public offering (sale of securities by another Person, but other than a public offering pursuant to a registration statement filed (i) in connection with a transaction Shelf Registration and any resale of the type described in Rule 145 of the Registrable Securities Act or for the purpose of issuing securities pursuant to a 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 employee benefit plan) it will IPO (unless the Sponsors are participating therein as selling stockholders), the Company shall at each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Stockholder holding Registrable Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 ten (10) days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 Registrable Securities so to be registered; provided, 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 5.4(f7.05(f) on the same terms and conditions as apply to the Company or the any other selling Shareholderstockholders; 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 on its own behalf any stock Registrable Securities pursuant to this Section 7.02(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 5.2 on behalf of the Company 7.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2is effected. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e7.01(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 Equity 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 an effective Piggyback Registration request (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 held by such Shareholder).

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five 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 their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Founders, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f4.04(f)(i) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Stockholders, as applicable, applicable and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 4.02(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 5.2 on behalf of the Company 4.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof4.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e4.01(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 Equity 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 an effective Piggyback Registration request Section 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 held so requested to be included in such registration by such Shareholdereach).

Piggyback Registration. (a) If at any time following an initial Public Offering the Company proposes to register any Equity Company Securities under the Securities ActAct (other than 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 ‎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 2 days (one of which shall be a 15 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f‎Section 5.04(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf 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 5.2 on behalf of the Company ‎Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof‎Section 5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e‎Section 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 Equity 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 an effective Piggyback Registration request ‎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 held so requested to be included in such registration by each); and (iii) third, any securities proposed to be registered for the account of any other Persons with such Shareholder)priorities among them as the Company shall determine.

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities Act, Act (whether for itself or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering sale of securities by any other stockholder (a “Third Party Stockholder”), but other than a public offering pursuant registration on Form S-8 or S-4, or any successor or similar forms, relating to a registration statement filed 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 transaction direct or indirect acquisition by the Company of another Person), the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case each Stockholder with rights to require registration of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)Company Securities hereunder, which notice shall set forth such Shareholders' Stockholder’s rights under this Section 5.2 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 2 days five (one of which shall be a 5) Business Day) Days after the receipt of notice from the Company (which request shall specify the number of 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 Registrable Securities which 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 Registrable Securities so to be registered; provided, 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 5.4(f5.04(f)(i) on the same terms and conditions as apply to the Company or the any other selling Shareholder, as applicablestockholders, and (ii) if, at any time after giving written notice of its intention to register on its own behalf 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 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 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten a Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 Equity 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 an effective Piggyback Registration request 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 held by such ShareholderCompany Securities).

Piggyback Registration. (a) If the Company proposes to register any Equity Company Securities under the Securities ActAct as part of an underwritten Public Offering or a Shelf Registration (other than (i) a registration relating to a Block Sale or (ii) a registration on Form S-8 or S-4, or any successor forms, relating to Common 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 direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account (including pursuant to a Demand Registration)account, in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will Company shall each such time, subject to the provisions of Section 5.2(b) hereof, time give prompt written notice at least five days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand)each Shareholder, which notice shall set forth such Shareholders' Shareholder’s rights under this Section 5.2 5.02 (except for the IPO, with respect to which such notice shall have previously been given and such provisions shall be deemed to have been satisfied) 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 2 days (one of which shall be a 10 Business Day) Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of registered by such Shareholder) (except for the IPO, with respect to which such request shall have previously been given and such period shall be deemed satisfied), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, 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 5.4(f5.04(f) on the same terms and conditions as apply to the Company or the other selling ShareholderRequesting Shareholders, as applicable, and (ii) if, at any time after giving written notice of its intention to register on its own behalf any stock Company Securities pursuant to this Section 5.02 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 5.2 on behalf of the Company 5.02 shall relieve the Company of its obligations to effect a Demand Registration, Registration to the extent required by Section 5.1 hereof5.01. The Company will shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2Piggyback Registration. (b) If a registration pursuant to this Section 5.2 Piggyback Registration involves an Underwritten underwritten Public Offering (other than in the case of an Underwritten Public Offering resulting from a any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(e5.01(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 Equity 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 an effective Piggyback Registration request Section 5.02 and any other Persons pursuant to Section 3.01(a) of the Second Amended and Restated Shareholders Agreement (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 held so requested to be included in such registration by each), provided, that, the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Shareholder)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.