Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant effected solely to implement an employee benefit plan or a Registration Statement on Form S-8 (or other registration solely relating transaction to an offering or sale to employees or directors which Rule 145 of the Company pursuant to any employee share plan Securities Act is applicable, or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), form thereto or (iii) in connection with any dividend or distribution reinvestment or similar plananother form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 10 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b6(b) and Section 3(c6(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business 5 days after the Company’s 's notice has been given to each such holderholder . A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not at any time in its sole discretion and/or reduce the amount of shares to be considered included in such registration as a Demand Registration for purposes result of Section 2. If any Piggyback Registration Statement rules, regulations, positions or releases issued or actions taken by the SEC pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant its authority with respect to Rule 415 415, promulgated by the SEC under the Securities Act or any successor rule thereto (a Act. For purposes of this Section 6, the term “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If the Company proposes or is required to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a registration (i) pursuant to a Registration Statement on Form S-8 (Block Trade or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planan at-the-market offering), whether for its own account or for the account of one or more shareholders securityholders of the Company Company, on a form and the form of Registration Statement (in a “Piggyback Registration Statement”) to be used may be used for any manner that would permit registration of the Registrable Securities (a “Piggyback Securities, other than any Special Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than ten (10) business days prior to either the anticipated date of filing of such Registration Statement orStatement, with respect to a Piggyback Shelf Takedown, or in the filing case of a prospectus supplement shelf take-down, no later than five (5) days prior to the applicable Piggyback Shelf Registration Statement) anticipated shelf take-down, to the holders of Registrable Securities Stockholders of its intention to effect such a registration or shelf take-down and, subject to Section 3(b) and Section 3(c)in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written requests request from such Stockholder for inclusion from the holders of Registrable Securities therein within five three (53) business days after the Company’s notice has been is given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto Stockholder (a “Piggyback Shelf Registration Statement”), Registration” and any such holder(s) shall have the right, but requesting Stockholder that has not the obligation, to be notified of and to participate in any offering under withdrawn its Registrable Securities from such Piggyback Shelf Registration Statement (Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Takedown”)Take-Down to which the Stockholders are entitled.

Piggyback Registration. (a) Whenever the Company Subject to Section 1.7 hereof, if at any time GEC proposes to offer or sell any register its shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Act, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether either for its own account or for the account of one others, in connection with the Public Offering of such shares of Common Stock solely for cash, on a registration form that would also permit the registration of Registrable Securities (other than (i) a registration statement on Form S-8 or more any successor form, (ii) for the purpose of offering such securities to another business entity, or a registration on Form S-4 for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the Company and acquisition of assets or shares of capital stock, respectively, of such entity or (iii) a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, rights offering, merger, consolidation or similar transaction), GEC shall, each such time, give each MCM Party written notice of such proposal no later than 15 days prior to the form filing of the Registration Statement relating thereto (a “Piggyback Registration StatementNotice”) ). Within 10 days after the Piggyback Registration Notice is given, the MCM Parties shall give notice as to the number of shares of Registrable Securities, if any, which such MCM Parties request to be used may be used for any registered simultaneously with such registration of Registrable Securities by GEC (a “Piggyback Registration”), the Company . GEC shall give prompt written notice (include any Registrable Securities in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect which the MCM Parties request to a Piggyback Shelf Takedown, be registered under the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andAct, subject to Section 3(b) and Section 3(c)in accordance with the terms, shall include conditions, procedures and limitations contained in such registration all Registrable Securities with respect to which this Agreement. Notwithstanding the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0foregoing, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) GEC shall have the rightright to terminate or withdraw any registration initiated by it under this Section 1.3 at any time in its sole discretion whether or not any MCM Party has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by GEC in accordance with Section 1.6 hereof. Each MCM Party requesting inclusion in a registration made pursuant to this Section 1.3 may, but not at any time before the obligationeffective date of the Registration Statement relating to such registration, revoke such request by providing written notice of such revocation to GEC, in which case GEC shall cause such MCM Party’s Registrable Securities to be notified withdrawn from such Registration Statement. For the avoidance of and doubt, there shall be no limit to participate in any offering under such the number of times a MCM Party may exercise its rights to request Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)hereunder.

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten fifteen (1015) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), forms thereto or (iiiii) in connection with filed to effectuate an exchange offer or any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than ten (10) business days seven Business Days prior to either the filing of such Registration Statement or, with respect to a date (the “Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementNotice”) to the holders Holders. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 3(b) and Section 3(c1.8(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five Business Days after the date of the Piggyback Notice but in any event not later than two Business Day prior to the filing date of a Piggyback Registration Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (5x) business 180 days after the Company’s notice has been given to each effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such holderregistration statement. A Piggyback Registration shall not be considered The Company may postpone or withdraw a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant at any time prior to which holders effectiveness of Registrable Securities have registered the offer and sale of Registrable Securities is a such Piggyback Registration Statement on Form X-0, X-0 or without incurring any liability to the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Holders.

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that the Company shall not be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, right to be notified of and to participate (it being specified that it shall not be obligated to participate) in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes to offer or sell any shares of its Equity Securities pursuant to files a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Registration Statement on Form S-8 (or other demand registration solely relating to an offering or sale to employees or directors of in accordance with Section 2), then the Company pursuant shall use commercially reasonable efforts to any employee share plan or other employee benefit arrangementgive written notice of such filing to the Investor at least ten (10) Business Days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor and its affiliates and representatives, (ii) pursuant and the Investor shall be responsible for breaches of confidentiality by its affiliates and representatives. The Piggyback Notice shall offer the Investor and the Permitted Holders the opportunity to a Registration Statement on Form X-0include in such registration statement, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)terms and conditions of this Agreement, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration number of Registrable Securities as the Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior use its commercially reasonable efforts to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor written requests for inclusion from therein within ten (10) Business Days following receipt of any Piggyback Notice by the holders Investor, which request shall specify the maximum number of Registrable Securities within five intended to be disposed of by the Investor and any Permitted Holder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (510) business days after Business Days prior to the Company’s notice has been given commencement of such sale of Other Securities. The Investor and any Permitted Holder shall be permitted to each withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such holderPiggyback Registration. A No Piggyback Registration shall not be considered a Demand Registration for purposes count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant If Triangle shall at any time propose to a Registration Statement on Form S-8 (or conduct, other registration solely relating to an offering or sale to employees or directors of the Company than pursuant to any employee share plan Demand Registration, a public offering of Common Stock for cash (whether in connection with a public offering of Common Stock by Triangle, a public offering of Common Stock by stockholders, or other both, but excluding an offering relating solely to an employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates an offering relating to a transaction subject to Rule 145 under the Securities Act on Form S-4 or S-8 or an offering on any successor rule theretoregistration statement form that does not permit secondary sales), or Triangle shall promptly notify all Holders of such proposal reasonably in advance of (iiiand in any event at least five Business Days before) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders commencement of the Company and offering (the form of “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration the number of Registrable Securities as they may request (a “Piggyback Registration”), . Triangle shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which Triangle has received a written request from a Holder within three Business Days after delivery of the Company shall give prompt written notice Piggyback Notice to such Holder (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any event no later than ten (10) business days prior to either the filing of such Registration Statement orthereafter filed by Triangle, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Triangle with respect to a Piggyback Shelf Takedownofferings of Common Stock, all upon the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) terms and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)conditions set forth herein.

Piggyback Registration. (a) Whenever Subject to the terms and conditions hereof, whenever the Company (i) proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering equity securities under the Securities Act (other than (x) a registration relating solely to an employee stock plan, a dividend reinvestment plan, or a merger or a consolidation or (iy) pursuant to a Registration Statement registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementsuccessor forms thereto), (ii) proposes to effect an Underwritten Offering of its own securities pursuant to a an effective Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planreceives a request for a Shelf Underwritten Offering pursuant to Section 3.3(e) (a “Piggyback Registration”), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)others, the Company shall give each Shareholder (each, a “Piggyback Shareholder”) prompt written notice thereof (in any event no later but not less than ten (10) business days prior to either the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Registration Statement or, registration statement with respect to a Piggyback Shelf Takedownthe SEC, the filing proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a prospectus supplement to good faith estimate by the applicable Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Shelf Registration StatementNotice constitutes a Shareholder (a “Piggyback Seller”) to (which written request shall specify the holders number of Registrable Securities then presently intended to be disposed of its intention to effect by such a registration andPiggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to Section 3(b) the terms and Section 3(c)conditions of this Agreement, shall include in use its reasonable best efforts to cause all such registration all Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion from to be included in such Piggyback Registration on the holders of Registrable Securities within five (5) business days after same terms and conditions as the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate equity securities being sold in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.

Piggyback Registration. (a) Whenever If the Company proposes determines to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether register for its own account or for the account of one or more shareholders others under the Securities Act any of its equity securities (including, without limitation, any registration pursuant to Section 2(a) of the Registration Rights Agreement, dated August 16, 2002, by and among the Company and the form of Registration Statement (a “Piggyback Registration Statement”) Purchasers named in the Purchase Agreement), other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be used may be used for issued solely in connection with any registration acquisition of Registrable Securities (a “Piggyback Registration”)any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall give prompt send to each holder of Warrants or Warrant Shares written notice (in any event no later than of such determination and, if within ten (10) business days prior to either the filing after receipt of such Registration Statement ornotice, with respect to such holder shall so request in writing (hereafter a Piggyback Shelf Takedown"Selling Holder"), the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Registration Statement all or any part of the Warrant Shares issuable or issued upon exercise of this Warrant (the "Registrable Securities with respect Securities") such Selling Holder requests to which the Company has received written requests for inclusion from the holders of be registered; provided, however, that a Warrant Share shall cease to be a Registrable Securities within five (5) business days after Security, and the Company’s notice has been given 's obligation to each include such holder. A Piggyback Registration shall not be considered Warrant Share in a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered this Section 15(a) shall terminate, upon (i) the offer and sale of Registrable Securities is such Warrant Share pursuant to a Registration Statement on Form X-0or Rule 144 under the Securities Act, X-0 or (ii) such Warrant Share becoming eligible for sale by the then appropriate form holder pursuant to Rule 144(k). In the event that the managing underwriter for an offering advises the Company in writing that the inclusion of such Warrant Shares in the offering would be materially detrimental to the offering, such securities shall nevertheless be made on included in the Registration Statement, provided that each holder desiring to have its Warrant Shares included in the Registration Statement agrees in writing, for a delayed period of 90 days following such offering, not to sell or continuous basis otherwise dispose of such Warrant Shares pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf such Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf which Registration Statement (the Company shall keep updated and effective for a “Piggyback Shelf Takedown”)period of at least nine months following the expiration of such 90-day period.

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 10 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business 30 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company Partnership proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Units under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors “employees” of the Company Partnership pursuant to any employee share plan or other “employee benefit arrangementplans” (as such terms are defined for purposes of Form S-8)), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan, or (iv) or pursuant to an at-the-market equity offering program), whether for its own account or for the account of one or more shareholders unitholders of the Company Partnership and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company Partnership shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities each Holder of its intention to effect such a registration and, subject (a “Piggyback Registration Notice”). Subject to Section 3(b2.05(b), Section 2.05(c) and Section 3(c)2.13, the Partnership shall include in such registration all Registrable Securities with respect to which the Company Partnership has received written requests for inclusion from the holders Holders of Registrable Securities within five (5) business days after the Company’s notice Piggyback Registration Notice has been given to each such holderHolder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Subject to Section 2. If 2.05(b), Section 2.05 (c) and Section 2.13, if any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of that includes Registrable Securities is a Shelf Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holder(s) of such holder(s) Registrable Securities shall be notified of by the Partnership, and shall have the right, but not the obligation, to be notified of and obligation to participate in in, any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. If at any time after the Shelf Registration Expiration Date and while any Registrable Shares or Acquired Units are outstanding (awithout any obligation to do so) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Shares solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its Subsidiaries, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect proposed filing to the Holders. The notice referred to in the preceding sentence shall offer each of the Holders the opportunity to register such amount of Registrable Shares as they may request (a Piggyback Shelf Takedown"PIGGYBACK REGISTRATION"). Subject to the provisions of Section 3 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Securities with respect to Shares for which the Company has received a written requests request for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders. Each Holder shall be permitted to withdraw all or part of his Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all Common Shares the Company proposes to sell, (ii) second, the full number of applicable Common Shares requested to be included in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable Shares and Common Shares requested to be included in such registration by the Holders and other holders of Common Shares with piggyback registration rights of similar priority which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with the number of such Registrable Shares and other Common Shares of each Holder and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among the Holders and such other holders on the basis of the total number of shares requested to be included in such registration by such Holder, the other Holders and such other holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Shares).

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series A Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 3(c), shall include request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2Statement relating to such Piggyback Registration. If the Company elects to terminate any Piggyback Registration Statement registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. (a) Whenever If the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (including a Shelf Registration Statement, but other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed to effectuate an exchange offer or similar form any employee benefit or dividend reinvestment plan), in a manner that relates would permit registration of the Subject Securities for sale for cash to a transaction subject to Rule 145 the public under the Securities Act or any successor rule thereto)Act, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given to the Stockholder no later than ten (10) business days prior to either the filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Stockholder the opportunity to include (or cause to be included) in such registration statement the number of such shares of Subject Securities as the Stockholder may request (each, a “Piggyback Registration Statement or, with respect Statement”). Subject to a Piggyback Shelf TakedownSection 4.2(b), the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration each Piggyback Registration Statement all Registrable Subject Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five (5) business days after the Company’s notice has been given to each such holderdate of the Piggyback Notice. A Piggyback Registration The Company shall not be considered required to maintain the effectiveness of a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the distribution by the holders of the Subject Securities included in such registration statement. The Company may withdraw a Piggyback Registration Statement at any time prior to any sales being made pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Piggyback Registration Statement on Form X-0, X-0 or without incurring any liability to the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Stockholder.

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company’s securities, other than the Shelf Registration Statement, any shelf registration statement under the Prior Registration Rights Agreements or the Shareholders Agreement or a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company will notify each Holder of the proposed filing if clause (i) or (ii) of the following sentence applies, or only those affected Holders if clause (iii) of the following sentence applies. If (i) the Piggyback Registration Statement relates to an Underwritten Registration, (ii) the Shelf Registration Statement is not then effective or (iii) there are outstanding Transfer Restricted Securities not included in an effective Shelf Registration Statement or Subsequent Shelf Registration Statement, then each Holder in the case of clause (i) and (ii), and each such affected Holder in the case of clause (iii), shall give prompt written notice (be given an opportunity to include in such Piggyback Registration Statement all or any part of such Holder’s Transfer Restricted Securities. Each such Holder desiring to include in any event no later than such Piggyback Registration Statement all or part of such Holder’s Transfer Restricted Securities shall, within ten (10) business days prior after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Transfer Restricted Securities such Holder wishes to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Transfer Restricted Securities and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Transfer Restricted Securities. Any election by any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, Holder to be notified of and to participate include any Transfer Restricted Securities in any offering under such Piggyback Registration Statement will not affect the inclusion of such Transfer Restricted Securities in the Shelf Registration Statement or Subsequent Shelf Registration Statement until such Transfer Restricted Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company may remove from the Shelf Registration Statement or Subsequent Shelf Registration Statement the Transfer Restricted Securities sold pursuant to the Piggyback Registration Statement. Subject to paragraph (g) below, a “Holder’s right to include Transfer Restricted Securities in the Piggyback Shelf Takedown”)Registration Statement shall be subject to any superior rights contained in the Prior Registration Rights Agreements or the Shareholders Agreement.

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series C Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 3(c), shall include request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2. If any Statement relating to such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered (the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, such holder(s) shall the Company will have no obligation to register the right, but not the obligation, securities sought to be notified included by the Holders in such registration under this Section 3. There shall be no limit to the number of and Piggybank Registrations pursuant to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. (a) Whenever If after the date hereof, the Company proposes shall determine to (A) file a registration statement to register the offer or sell and sale for cash of any shares of its Equity Securities pursuant to a registered offering under the Securities Act (Common Stock for its own account in an underwritten offering, other than a registration (i) pursuant a registration relating solely to a Registration Statement employee benefit plans or securities issued or issuable to employees, directors or consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 S-8) or any of their Family Members (or other including a registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementon Form S-8), (ii) pursuant to a Registration Statement registration on Form X-0S-4 in connection with a merger, X-0 (acquisition, divestiture, reorganization, exchange offer or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)event, or (iii) a registration in connection which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered or (iv) a shelf registration statement on Form S-3 or (B) file a prospectus supplement to an effective shelf registration statement with any dividend respect to an underwritten public offering in which Holders may be included (either by inclusion in the registration statement without the filing of a post-effective amendment thereto or distribution reinvestment because the Shelf Registration Statement is effective) (an offering pursuant to clause (A) or similar plan(B), whether for its own account or for the account of one or more shareholders of a “Piggyback Offering”), then the Company shall promptly give to the Holders written notice thereof, and in no event shall such notice be given less than (X) twenty (20) calendar days prior to the form filing of Registration Statement a registration statement contemplated by clause (A) (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities or (a “Piggyback Registration”), the Company shall give prompt written notice Y) five (in any event no later than ten (105) business calendar days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to contemplated by clause (B) ( a “Piggyback Supplement”) and the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andCompany shall, subject to Section 3(b) and Section 3(c3(b)(ii), shall include in such registration Piggyback Offering all of the Registrable Securities with respect to which specified in a written request or requests, made within ten (10) calendar days (three (3) calendar days in the case of a Piggyback Supplement) after receipt of such written notice from the Company, by any Holder or Holders. However, the Company has received written requests for inclusion from may, without the holders consent of Registrable Securities within five (5) business days after the Company’s notice has been given to each Holders, abandon such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Offering and withdraw such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Supplement.

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series A Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 3(c), shall include request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 2(b), securities requested to be included in a Company registration pursuant to this Section 2 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 2 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be considered a Demand Registration for purposes of included by the Holders in such registration under this Section 2. If any Piggyback Registration Statement There shall be no limit to the number of Piggybank Registrations pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 2(a).

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series B Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not (i) a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementsuccessor form), (ii) pursuant to a Registration Statement registration statement on Form X-0, X-0 S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, (iii) a registration on any form that relates does not include substantially the same information as would be required to be included in a transaction subject to Rule 145 under registration statement covering the Securities Act or any successor rule thereto)sale of the Registrable Securities, or (iv) a registration in which the only Capital Stock being registered is Capital Stock issuable upon conversion of debt securities that are also being registered (each of clause (i), (ii), (iii) in connection with any dividend or distribution reinvestment or similar planand (iv), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a an “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Exempted Registration”), the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration andregistration. The Company will, subject to Section 3(b) and Section 3(c), shall include effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2. If any Statement relating to such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered (the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, such holder(s) shall the Company will have no obligation to register the right, but not the obligation, securities sought to be notified included by the Holders in such registration under this Section 3. There shall be no limit to the number of and Piggybank Registrations pursuant to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any units or sell any shares of its Common Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule Rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 20 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule Rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant So long as a Holder has Registrable Securities, if the Company shall at any time propose to conduct a Registration Statement on Form S-8 public offering of Common Stock for cash (whether in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or other registration both, but excluding an offering relating solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates an offering relating to a transaction subject to Rule 145 under the Securities Act on Form S-4 or S-8 or an offering on any successor rule theretoregistration statement form that does not permit secondary sales), or the Company shall promptly notify all Holders of such proposal reasonably in advance of (iiiand in any event at least five Business Days before) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders commencement of the Company and offering (the form of Registration Statement (a “Piggyback Registration StatementNotice”) ). The Piggyback Notice shall offer to be used may be used for any registration each Holder holding at least $1.25 million of Registrable Securities based on the VWAP of such Registrable Securities on the date of such Piggyback Notice the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”), the . The Company shall give prompt written notice (use commercially reasonable efforts to include in any event no later than ten (10) business days prior to either the filing of each such Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to for which the Company has received a written requests request from a Holder within three Business Days after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion from the holders therein. If a Holder decides not to include all of its Registrable Securities within five (5) business days after in any Registration Statement thereafter filed by the Company’s notice has been given , such Holder shall nevertheless continue to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If have the right to include any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and conditions set forth herein.

Piggyback Registration. (a) Whenever If, after the date hereof and within three years following the Closing Date, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company’s equity securities, other than the Mandatory Shelf Registration Statement or a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice will notify each Holder of Registrable Shares constituting at least 3% of the then outstanding Common Stock of the Company on a Fully-Diluted basis of the proposed filing if clause (in any event no later than ten i) or (10ii) business days prior to either of the filing of such following sentence applies. If (i) the Piggyback Registration Statement orrelates to an Underwritten Offering, with respect to a Piggyback Shelf Takedown, or (ii) the filing of a prospectus supplement to the applicable Piggyback Mandatory Shelf Registration Statement) to Statement is not then effective, then each Holder in the holders case of Registrable Securities of its intention to effect such a registration and, subject to Section 3(bclauses (i) and Section 3(c), (ii) shall be given an opportunity to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement all or any part of such Holder’s Registrable Shares. Each such Holder desiring to include in any such Piggyback Registration Statement all or part of such Holder’s Registrable Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Registrable Shares and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Registrable Shares. Any Holder’s election to include any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate Registrable Shares in any offering under such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement (a “until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time the Company may remove from the Mandatory Shelf Takedown”)Registration Statement such Registrable Shares.

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant If the Partnership shall at any time propose to file a Registration Statement on Form S-8 (or Statement, other registration solely relating to an offering or sale to employees or directors of the Company than pursuant to any employee share plan Demand Registration, for an offering of Partnership Securities for cash (whether in connection with a public offering of Partnership Securities by the Partnership, a public offering of Partnership Securities by unitholders, or other both, but excluding an offering relating solely to an employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates an offering relating to a transaction subject to Rule 145 under the Securities Act on Form S-4 or an offering on any successor rule theretoregistration statement form that does not permit secondary sales), or the Partnership shall promptly notify all Holders eligible to participate in such offering (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (each a “Piggyback Registration StatementEligible Holder”) of such proposal reasonably in advance of (and in any event at least two (2) Trading Days before) the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to be used may be used include for any registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”), the Company . The Partnership shall give prompt written notice (use commercially reasonable efforts to include in any event no later than ten (10) business days prior to either the filing of each such Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to for which the Company Partnership has received written requests from Piggyback Eligible Holders within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion from the holders therein. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If in any Piggyback Registration Statement pursuant thereafter filed by the Partnership, such Piggyback Eligible Holder shall nevertheless continue to which holders of have the right to include any Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)subsequent registration statement or registration statements as may be filed by the Partnership with respect to offerings of Partnership Securities, all upon the terms and conditions set forth herein.

Piggyback Registration. (ai) Whenever Subject to the terms and conditions of this Agreement and the Sixth Amended and Restated Investors’ Rights Agreement, dated as of August 3, 2012, by and among the Company proposes to offer or sell and the other parties thereto, if at any shares time following the expiration of its Equity Securities pursuant to the Lock-Up Period, the Company files a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (X-0, Xxxx X-0 or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)successor forms, (ii) pursuant to a Registration Statement on Form X-0, X-0 (filed solely in connection with any employee benefit or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), dividend reinvestment plan or (iii) pursuant to an Underwritten Demand Notice in connection accordance with any dividend or distribution reinvestment or similar planSection 4), whether for its own account or for the account of one or more shareholders of then the Company shall use commercially reasonable efforts to give written notice of such filing to each Shareholder then holding Registrable Securities at least five (5) business days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice and the form contents thereof shall be kept confidential by each such Shareholder and its affiliates and representatives, and each such Shareholder shall be responsible for breaches of Registration Statement (a “confidentiality by its affiliates and representatives. The Piggyback Registration Statement”) Notice shall offer each such Shareholder the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior use its commercially reasonable efforts to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from a Shareholder a written requests for inclusion from therein within ten (10) business days following receipt of any Piggyback Notice by such Shareholder, provided that such request shall specify the holders maximum number of Registrable Securities within intended to be disposed of by the Shareholder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, failure to provide a Piggyback Notice shall not prohibit the commencement of any sale of Other Securities in a public offering to which this Section 3(b) applies. The Shareholders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least five (5) business days after prior to the Company’s notice has been given effective date of the registration statement relating to each such holderPiggyback Registration. A No Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement count as the single Underwritten Take-Down that the Shareholders are entitled to demand pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Section 4.

Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to offer an offering of Common Stock or sell other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, any shares of its Equity Securities registration statement filed in response to TRowe’s demand for a Underwritten Offering pursuant to a registered offering under Section 3 of the Securities Act TRowe Registration Rights Agreement (“TRowe Demand Registration”) and whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), forms or (iiiii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the anticipated filing or launch date (except in the case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date) (the “Piggyback Notice”). The Piggyback Notice and the form contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives in their capacity as such. The Piggyback Registration Statement”) Notice shall offer each Investor the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein within five (5) business days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration Statement), which request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form X-0, X-0 or at any time at least two (2) Business Days prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.

Piggyback Registration. (a) Whenever If and only if the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities 1933 Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), forms thereto or (iiiii) in connection with filed to effectuate an exchange offer or any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders in a manner that would permit registration of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)for sale for cash to the public under the 1933 Act, then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, no later than ten (10) business days Business Days prior to either the filing of such Registration Statement or, with respect to a date (the “Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementNotice”) to the holders Stockholder of Registrable Securities. The Piggyback Notice shall offer of the Stockholder the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect such as Stockholder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 3(b2.2(b) and Section 3(c)below, the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five (5) business Business Days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the Company’s notice has been given to each effective date thereof and (y) consummation of the distribution by the Stockholder of the Registrable Securities included in such holderregistration statement. A Piggyback Registration shall not be considered The Company may withdraw a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement at any time prior to any sales being made pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Piggyback Registration Statement on Form X-0without incurring any liability to the Stockholder. Subject to the terms of this Agreement, X-0 or the then appropriate form for an offering Company shall use its best efforts to cause a Piggyback Registration Statement filed under this Agreement to be made on a delayed or continuous basis pursuant declared effective under the 1933 Act as promptly as possible after the filing thereof and shall use its best efforts to Rule 415 keep the Piggyback Registration Statement continuously effective under the Securities Act or any successor rule thereto (a “until the date that all Registrable Securities covered by the Piggyback Shelf Registration Statement”), such holder(s) shall have subject to SEC approval of post-effective amendments to the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (to maintain the effectiveness of the Piggyback Registration Statement, have been sold thereunder or pursuant to Rule 144. There is no penalty or similar charge owed by, and no liquidated damages recoverable against, the Company by Stockholder or a “Stockholder in the event that Company cannot maintain the effectiveness of the Piggyback Shelf Takedown”)Registration Statement in accordance with this Section 2.2.

Piggyback Registration. (a) Whenever If at any time and from time to time after the Issue Date and prior to the Expiration Date, the Company proposes to offer or sell any register shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for the account of stockholders (other than a registration one relating to (i) pursuant to a Registration Statement on Form S-8 (registration of shares of Common Stock underlying a stock option, restricted stock, stock purchase or other registration solely relating to an offering compensation or sale to employees incentive plan or directors of the Company stock issued or issuable pursuant to any employee share plan such plan, or other employee benefit arrangement), a dividend investment plan; (ii) pursuant a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a Registration Statement on Form X-0merger or consolidation with, X-0 another corporation or other entity; or (or similar form that relates iii) a registration of securities proposed to be issued in exchange for other securities of the Company) in a transaction subject manner which would permit registration of the Shares of Common Stock under the Warrant for sale to Rule 145 the public under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall it will at such time give prompt written notice to the Registered Holder of its intention to do so and of the Registered Holder’s rights under this Section 10.1 (the “Section 10.1 Notice”). The rights are referred to in any event no later than this Section 10.1 are “Piggyback Registration Rights”. Upon the written request of the Registered Holder to the Company, to be received by the Company within ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice giving of any Section 10.1 Notice, setting forth the number of Shares intended to be disposed of by the Registered Holder and the intended method of disposition thereof, the Company will include in the Registration Statement the Shares which the Registered Holder has been given requested to each such holderregister, to the extent provided in this Section 10. A Piggyback Registration shall not be considered a (The Shares set forth in the Section 10.1 Notice or the Section 10.2 Demand Registration being for purposes of this Section 2. If any Piggyback Registration Statement pursuant to which holders of 10, the “Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration StatementShares”.), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If, at any time, the Company proposes or is required to offer or sell any shares of its Equity Securities pursuant to file a registered offering Registration Statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering of Common Stock or sale to employees or directors similar equity securities of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)Company, or the Company proposes a shelf take-down (iii) in connection with any dividend or distribution reinvestment or similar planincluding a Block Trade), whether or not for sale for its own account or account, on a form and in a manner that would permit registration of the Registrable Securities, which, for the account avoidance of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for doubt, shall exclude any registration of Registrable Securities (a “Piggyback Special Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than ten (10) business days prior to either the anticipated date of filing of such Registration Statement orStatement, with respect to a Piggyback Shelf Takedown, or in the filing case of a prospectus supplement shelf take-down, no later than five (5) days prior to the applicable Piggyback Shelf Registration Statement) anticipated take-down, to the holders of Registrable Securities Shareholders of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c)in the case of each Shareholder, shall include in such registration or take-down all of such Shareholder’s Registrable Securities with respect to which the Company has received a written requests request from such Shareholder for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto therein (a “Piggyback Shelf Registration Statement”), Registration” and any such holder(s) shall have the right, but requesting Shareholder that has not the obligation, to be notified of and to participate in any offering under withdrawn its Registrable Securities from such Piggyback Shelf Registration Statement (a “Piggyback Shareholder” with respect to such Piggyback Registration). In the event that a Shareholder makes such written request, such Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the shelf take-down. The Company may terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as a Demand Registration or Underwritten Shelf Takedown”)Take-Down to which the Shareholders are entitled.

Piggyback Registration. (a) Whenever If at any time during the period commencing on the date that is six months following the closing date of an initial public offering of the Common Stock and ending on the Expiration Date, the Company proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for its own account or the account of shareholders (other than a registration solely relating to (i) pursuant to shares of Common Stock underlying a Registration Statement on Form S-8 (stock option, restricted stock, stock purchase or other registration solely relating to an offering compensation or sale to employees incentive plan or directors of the Company stock issued or issuable pursuant to any employee share plan such plan, or other employee benefit arrangement), a dividend investment plan; (ii) pursuant a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a Registration Statement on Form X-0merger or consolidation with, X-0 (another corporation or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), other entity; or (iii) a registration of securities proposed to be issued in connection with any dividend or distribution reinvestment or similar plan), whether exchange for its own account or for the account of one or more shareholders other securities of the Company (collectively, an “Excluded Registration”)), it will at such time give prompt written notice to the Holder of its intention to do so (the “Section 9.1 Notice”). Upon the written request of the Holder given to the Company within ten (10) days after the giving of any Section 9.1 Notice setting forth the number of shares of Warrant Stock and/or Other Securities intended to be disposed of by the Holder and the form intended method of disposition thereof, the Company will include or cause to be included in the Registration Statement (a “Piggyback Registration Statement”) the shares of Warrant Stock and/or Other Securities which the Holder has requested to be used may be used for any registration of Registrable Securities register, to the extent provided in this Section 9 (a “Piggyback Registration”). Notwithstanding the foregoing, in the event that prior to the Six-Month Post-IPO Exercise Date, the Company shall give prompt written notice agrees to (other than in an Excluded Registration) (i) register the resale of Common Stock then held by any event no later than ten other shareholder of the Company or (10ii) business days prior to either register the filing issuance of such Registration Statement or, with respect to a Piggyback Shelf TakedownCommon Stock upon conversion of then outstanding securities, the filing of a prospectus supplement Holder shall be similarly entitled to exercise the applicable Piggyback Shelf Registration Statement) to rights provided by this Section 9.1. Notwithstanding the holders of Registrable Securities of its intention to effect such a registration andforegoing, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If may, at any Piggyback Registration Statement time, withdraw or cease proceeding with any registration pursuant to which holders this Section 9.1 if it shall at the same time withdraw or cease proceeding with the registration of Registrable Securities have registered all of the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering Common Stock originally proposed to be made on a delayed or continuous basis pursuant registered. The Company shall be obligated to Rule 415 under file and cause the Securities Act or any successor rule thereto effectiveness of only one (a “Piggyback Shelf Registration Statement”1), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration StatementDemanding Holder referenced in Section 2(f) to the holders of Registrable Securities above of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(b) and Section 3(c), shall include under the Securities Act of all Registrable Securities held by the Principal Shareholders that the Demanding Holder requests be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each above. The Demanding Holder shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such holderPiggyback Registration. If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Demanding Holder in such registration under this Section 3. There shall be no limit to the number of Piggyback Registrations pursuant to this Section 3(a). A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time following [ , 2010], the Company proposes to offer or sell any shares of its Equity Securities pursuant to files a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Registration Statement on Form S-8 demand registration in accordance with Section 2), then the Company shall use commercially reasonably efforts to give written notice of such filing to the Investor Representative (for distribution to the Investors) at least five Business Days before the anticipated filing date (or other such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor Representative, the Investors and their respective Affiliates and representatives, and the Investor Representative and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives. The Piggyback Notice shall offer the Investors the opportunity to include in such registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)statement, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)terms and conditions of this Agreement, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration number of Registrable Securities as they may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior use its commercially reasonable efforts to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor Representative written requests for inclusion from therein within 10 Business Days following receipt of any Piggyback Notice by the holders Investor Representative, which request shall specify the maximum number of Registrable Securities within five (5) business days after intended to be disposed of by the Electing Investors and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor Representative shall have received the Piggyback Notice in respect to such public offering not less than 10 Business Days prior to the commencement of such sale of Other Securities. The Electing Investors, acting through the Investor Representative, shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the registration statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investors are entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If own account at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0time following [December [ ], X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)2016].

Piggyback Registration. (a) Whenever If, at any time on or after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering Registration Statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering of equity securities, or sale to employees or directors of the Company pursuant to any employee share plan securities or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (obligations exercisable or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)exchangeable for, or (iii) in connection with any dividend or distribution reinvestment or similar plan)convertible into equity securities, whether for its own account or for the account of one or more shareholders of persons other than the Company and the form of Investor, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a registered offering not involving a “Piggyback road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (vi) filed in connection with a business combination, or (vii) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to the Investor as soon as reasonably practicable but not less than five (5) days before the anticipated filing date of such Registration Statement”, which notice shall (A) describe the amount and type of securities to be used may be used for any registration included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to the Investor the opportunity to register the sale of such number of Registrable Securities as the Investor may request in writing within three (3) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Investor pursuant to this Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company shall give prompt written notice (included in any event no later than ten (10) business days prior such Registration and to either permit the filing sale or other disposition of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities in accordance with the intended method(s) of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)distribution thereof.

Piggyback Registration. (a) Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for an initial public offering of the Company’s equity securities, other than the Shelf Registration Statement, or a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company will notify each Holder of the proposed filing if clause (i) or (ii) of the following sentence applies, or only those affected Holders if clause (iii) of the following sentence applies. If (i) the Piggyback Registration Statement relates to an Underwritten Registration, (ii) the Shelf Registration Statement is not then effective or (iii) Transfer Restricted Securities eligible for inclusion on the Shelf Registration Statement when initially declared effective were not included in the Shelf Registration Statement (unless such securities can and will be added to the Shelf Registration Statement at such time), then each Holder in the case of clause (i) and (ii), and each such affected Holder in the case of clause (iii), shall give prompt written notice (be given an opportunity to include in such Piggyback Registration Statement all or any part of such Holder’s Transfer Restricted Securities. Each such Holder desiring to include in any event no later than such Piggyback Registration Statement all or part of such Holder’s Transfer Restricted Securities shall, within ten (10) business days prior after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Transfer Restricted Securities such Holder wishes to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Transfer Restricted Securities and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Transfer Restricted Securities. Any election by any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, Holder to be notified of and to participate include any Transfer Restricted Securities in any offering under such Piggyback Registration Statement will not affect the inclusion of such Transfer Restricted Securities in the Shelf Registration Statement (a “until such Transfer Restricted Securities have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company may remove from the Shelf Takedown”)Registration Statement the Transfer Restricted Securities sold pursuant to the Piggyback Registration Statement.

Piggyback Registration. (a) Whenever the Company Partnership proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Units under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors “employees” of the Company Partnership pursuant to any employee share plan or other “employee benefit arrangementplans” (as such terms are defined for purposes of Form S-8)), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planplan or (iv) pursuant to an at-the-market equity offering program), whether for its own account or for the account of one or more shareholders unitholders of the Company Partnership and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company Partnership shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities each Holder of its intention to effect such a registration and, subject (a “Piggyback Registration Notice”). Subject to Section 3(b2.04(b), Section 2.04(c) and Section 3(c)2.12, the Partnership shall include in such registration all Registrable Securities with respect to which the Company Partnership has received written requests for inclusion from the holders Holders of Registrable Securities within five (5) business days after the Company’s notice Piggyback Registration Notice has been given to each such holderHolder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Subject to Section 2. If 2.04(b), Section 2.04(c) and Section 2.12, if any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of that includes Registrable Securities is a Shelf Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holder(s) of such holder(s) Registrable Securities shall be notified by the Partnership of, and shall have the right, right but not the obligation, to be notified of and obligation to participate in in, any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever 10.1. If at any time prior to the Company Expiration Date, the Corporation proposes to offer prepare and file with the Securities and Exchange Commission a registration statement covering equity or sell debt securities of the Corporation, or any shares such securities of the Corporation held by its Equity Securities shareholders, other than in connection with a merger, acquisition or pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-4 or Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form (for purposes of this Section 1, or (iii) in connection with any dividend or distribution reinvestment or similar plan)collectively, whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall Corporation will give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(cdo so by registered or certified mail ("Notice"), shall include in at least 15 days prior to the filing of each such registration all Registrable Securities with respect Piggyback Registration Statement, to which Holder. Upon the Company has received written requests for inclusion from the holders request of Registrable Securities Holder, made within five (5) business days after receipt of the Company’s notice Notice, that the Corporation include any of the shares issuable and issued pursuant to this Warrant (“Registrable Shares”) in the Piggyback Registration Statement, the Corporation shall, include the Registrable Shares which it has been given so requested to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any register Piggyback Registration Statement pursuant ("Piggyback Registration"), at the Corporation's sole cost and expense and at no cost or expense to Holder (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to Holder which holders shall be payable by Holder); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Corporation's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Registrable Securities have Shares requested to be registered, when added to the securities being registered by the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 Corporation or the selling stockholder(s), if any, will exceed the maximum amount of the Corporation's securities which can be marketed (i) at a price reasonably related to their then appropriate form for an current market value, or (ii) without otherwise having a material adverse effect on the entire offering, then the Corporation may, subject to the allocation priority set forth in the next paragraph, exclude from such offering all or a portion of the Registrable Shares which it has been requested to register. Without limiting the generality of the foregoing, such underwriter or managing underwriter may condition its consent to the inclusion of all or a portion of the Registrable Shares requested to be made registered upon the participation by Holder in the underwritten public offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of terms and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)conditions thereof.

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Class A Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), but in any event no earlier than November 1, 2022, the Company shall give prompt written notice (in any event no later than ten fifteen (1015) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series B Preferred Stock or Other Securities, whether or not the sale for its own account, which is not (i) a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementsuccessor form), (ii) pursuant to a Registration Statement registration statement on Form X-0, X-0 S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, (iii) a registration on any form that relates does not include substantially the same information as would be required to be included in a transaction subject to Rule 145 under registration statement covering the Securities Act or any successor rule thereto)sale of the Registrable Securities, or (iv) a registration in which the only Capital Stock being registered is Capital Stock issuable upon conversion of debt securities that are also being registered (each of clause (i), (ii), (iii) in connection with any dividend or distribution reinvestment or similar planand (iv), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a an “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Exempted Registration”), the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration andregistration. The Company will, subject to Section 3(b) and Section 3(c), shall include effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2. If any Statement relating to such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered (the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, such holder(s) shall the Company will have no obligation to register the right, but not the obligation, securities sought to be notified included by the Holders in such registration under this Section 3. There shall be no limit to the number of and Piggybank Registrations pursuant to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. Participation. If the Company at any time (a) Whenever prior to the Company expiration of the Lock-Up Period proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to file a Registration Statement on Form S-8 (that would become effective and/or a Canadian Preliminary Prospectus or other registration solely relating a Canadian Prospectus in relation to an offering or sale to employees or directors which the receipt would be issued following the expiration of the Company pursuant Lock-Up Period or (b) following the expiration of the Lock-Up Period proposes to file a Registration Statement, Canadian Preliminary Prospectus or Canadian Prospectus, in either case, with respect to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether offering of its equity securities for its own account or for the account of one any Holder under the Securities Act, to qualify any of its equity securities for distribution for its own account or more shareholders for the account of any Holder under applicable Canadian Securities Laws in any province or territory of Canada by way of a Canadian Prospectus or to otherwise conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Person (other than (i) a Registration under Section 2.1 or 2.2, (ii) a Registration on Form S-4, Form F-4 or Form S-8 or any successor form to such forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company and or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a Registration of securities in connection with an exchange offer or offering of securities solely to the form Company’s existing securityholders in connection with an exchange of Exchangeable Units or (v) a Registration Statement of securities other than Common Shares incidental to an issuance of debt securities), then, as soon as practicable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement, Canadian Preliminary Prospectus, Canadian Prospectus or Canadian Shelf Supplement in respect of such offering or, in the case of a Public Offering under a U.S. Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Registration StatementNotice”) of such proposed filing or Public Offering to be used may be used for all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under any registration such Registration Statement or under any applicable Canadian Prospectus, or to include in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.3(c), the Company shall include in such Registration Statement, Canadian Preliminary Prospectus or other Canadian Prospectus or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included therein within (other than as contemplated by Section 2.3(b)) five Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, the filing of a Canadian Prospectus in connection with such Registration, or the pricing or trade date of a Public Offering under a U.S. Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration Statement oror Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), with respect without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Piggyback Demand Registration under Section 2.1 (including pursuant to Section 2.2(h)(iii)) or an Underwritten U.S. Shelf Takedown under Section 2.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten U.S. Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or selling such other securities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw prior to the effective date of the Registration Statement filed in connection with such Registration or the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect Canadian Prospectus in connection with such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which Registration. Notice. If the Company has received written requests for inclusion from the holders receives a Bought Deal letter relating to an offering of Registrable Securities within five (5) business days after the Company’s equity securities as contemplated by Section 2.3(a), the Company shall give the Holders such notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities as is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 practicable under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”circumstances given the speed and urgency with which Bought Deals are carried out in common market practice of their rights to participate thereunder and the Holders shall have, notwithstanding the timing otherwise contemplated by Section 2.3(a), at least 24 hours from the time the Company notifies them (in accordance with Section 2.3(a)) of such holder(s) shall have Bought Deal to provide the right, but not the obligation, Piggyback Notice referred to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Section 2.3(a).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Exhibit A to Equityholders Agreement EXHIBIT F Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), but in any event no earlier than [October 6, 2020], the Company shall give prompt written notice (in any event no later than ten fifteen (1015) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 15 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Investors that are holders of Registrable Securities of its intention to effect such a registration (other than, in the case of a Demand Registration that triggers the Piggyback Registration, to the Other Investors that requested such Demand Registration (such Other Investors, the “Demand Investors”) and, subject to Section 3(b), Section 3(c) and Section 3(c3(d), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities such Investors within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which Investors that are holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). Notwithstanding the foregoing, the Company shall not be required to effect a Piggyback Registration pursuant to this Section 3 earlier than the day immediately following the 60-month anniversary of the Effective Date.

Piggyback Registration. (a) Whenever Except in the case of a Demand Registration or Underwritten Shelf Takedown requested, in either case, by a Xxxxxxxx Legacy Stockholder: if (1) the Company proposes proposes, at any time after an IPO, to offer or sell register any shares of its Equity Company Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Form S-4, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)forms, relating to Company Securities issuable upon exercise of employee stock options or (iii) in connection with any dividend or distribution reinvestment employee benefit or similar planplan of the Company or in connection with a direct or indirect business combination involving the Company and another Person, but including any Shelf Registration), whether for sale solely for its own account (a “Primary Registration”) or for the account of any other Person (including a Requesting Stockholder) and, in any case, such registration involves an Underwritten Public Offering, or (2) the Company receives an Underwritten Shelf Takedown Request, the Company shall each such time give prompt notice to each Eligible Stockholder, (i) in the case of a registration of Company Securities for its own account or for the account of one or more shareholders a Person other than a Requesting Stockholder, at least 10 Business Days prior to the effective date of the Company registration statement relating to such registration, or, if earlier, promptly following the filing with the SEC of such related registration statement, (ii) in the case of a Demand Registration at the request of a Requesting Stockholder or a Xxxxxxxx Demanding Stockholder that is not a Xxxxxxxx Legacy Stockholder, promptly following receipt of the request for registration from such Requesting Stockholder, and, in any event, at least five Business Days prior to the effective date of the registration statement relating to such registration and (iii) in the form case of Registration Statement an Underwritten Shelf Takedown, promptly following receipt of the applicable Underwritten Shelf Takedown Request, and, in any event, at least five Business Days (a “Piggyback Registration Statement”or, in the case of an Underwritten Block Trade, at least two Business Days) before the intended execution of an underwriting agreement with respect thereto. Such notice shall set forth such Eligible Stockholder’s rights under this Section 2.03 and shall offer such Eligible Stockholder the opportunity to be used may be used for any include in such registration statement (and in such Underwritten Public Offering, in the case of an Underwritten Shelf Takedown) the number of Registrable Securities of the same class or series as those proposed to be registered (or sold, in the case of an Underwritten Shelf Takedown) as each such Eligible Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.03(c) . Upon the request of any such Eligible Stockholder made within 10 days (or four Business Days in the case of a Piggyback Registration in connection with a Demand Registration (or by the Business Day prior to the effective date of the registration statement related to such Demand Registration, if later) or Underwritten Shelf Takedown (or, in the case of an Underwritten Block Trade, by the end of the next Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered (or sold, in the case of an Underwritten Shelf Takedown) by such Eligible Stockholder, the Company and the Requesting Stockholder (or Shelf Takedown Requesting Stockholder or any other initiating holder, as applicable) shall (x) in the case of an Underwritten Shelf Takedown, cause the underwriter to include all Registrable Securities the Company has been so requested to include by all such Eligible Stockholders, and (y) in the case of any registration, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Eligible Stockholders with rights to require registration of Registrable Securities hereunder, in each case all to the extent necessary to permit the disposition of the Registrable Securities to be so registered or sold (in the case of an Underwritten Shelf Takedown); provided that all such Eligible Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) or 2.02(b)(ii), as applicable, on the same terms and conditions as apply to the Company, the Requesting Stockholder or the Shelf Takedown Requesting Stockholder requesting such registration, as applicable; 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 to (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 (iii) such 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 amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration. If, at any time after giving notice of its intention to register any Registrable Securities pursuant to this Section 2.03(a) and, prior to the effective date of the registration statement filed in connection with such registration (or prior to the execution of the underwriting agreement, in the case of an Underwritten Shelf Takedown), the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities (or to complete such Underwritten Shelf Takedown, in the case of an Underwritten Shelf Takedown), the Company shall give prompt written notice (to all such Eligible Stockholders and, thereupon, shall be relieved of its obligation to register or to facilitate the disposition of any Registrable Securities in connection with such registration or Underwritten Shelf Takedown. The Company agrees to use all reasonable efforts to notify the Registering Stockholders if the price for any event no later than ten (10) business days prior Company Securities to either be registered for sale for the filing account of the Company in a Primary Registration is expected to occur outside of any previously publicly announced range; provided that the Company shall not have any such Registration Statement or, 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 2.03 shall relieve the Company of its obligations to effect a Piggyback Shelf Takedown, the filing of a prospectus supplement Demand Registration to the applicable extent required by Section 2.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Shelf Registration Statement) Registration, regardless of whether such registration is effected. Notwithstanding anything to the holders contrary in this Agreement, in the case of Registrable Securities of its intention to effect such a registration andan Underwritten Block Trade, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration Senior Managers shall not be considered a Demand Registration deemed to be Eligible Stockholders for purposes of this Section 2. If any Piggyback Registration Statement pursuant 2.03(a) and, for the avoidance of doubt, shall not be entitled to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0receive notice of, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and elect to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)in, an Underwritten Block Trade.

Piggyback Registration. (ai) Whenever If at any time the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”), other than pursuant to a Shelf Registration under Section 2(a) or any Demand Registration under Section 2(b), for an offering of Company Common Stock for cash (whether in connection with a public offering of Company Common Stock by the Company, a public offering of Company Common Stock by stockholders other than Holders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any Registration Statement form that does not permit secondary sales), including an Initial Public Offering, the Company shall give written notice (the “Piggyback Notice”) to be used may be used all Holders that, to its knowledge, hold Registrable Securities (collectively, the “Piggyback Eligible Holders”) of the Company’s intention to file a Piggyback Registration Statement reasonably in advance of (and in any event at least ten (10) Business Days before) the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for any registration in such Piggyback Registration Statement the number of Registrable Securities as they may request, subject to Section 2(c)(ii) (a “Piggyback Registration”). Subject to Section 2(c)(ii), the Company shall give prompt written notice (use its reasonable best efforts to include in any event no later than ten (10) business days prior to either the filing of each such Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to for which the Company has received written requests for inclusion (each, a “Piggyback Request”) from the holders of Registrable Securities Piggyback Eligible Holders within five (5) business days Business Days after giving the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2Notice. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Registration Statement pursuant thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to which holders of have the right to include any Registrable Securities have registered in any subsequent Piggyback Registration Statements or registration statements as may be filed by the offer Company with respect to offerings of Company Common Stock, all upon the terms and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or conditions set forth herein. The Company shall use its reasonable best efforts to effect the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registration under the Securities Act or any successor rule thereto (a “of all Registrable Securities which the Company has been so requested to register pursuant to the Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligationRequests, to the extent required to permit the disposition of the Registrable Securities so requested to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registered.

Piggyback Registration. If after the date that is one (a1) Whenever year after the date hereof, the Company proposes shall determine to (A) file a registration statement to register the offer or sell and sale for cash of any shares of its Equity Securities pursuant to a registered offering under the Securities Act (Common Stock for its own account in an underwritten offering, other than a registration (i) pursuant a registration relating solely to a Registration Statement employee benefit plans or securities issued or issuable to employees, directors or consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 S-8) or any of their Family Members (or other including a registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementon Form S-8), (ii) pursuant to a Registration Statement registration on Form X-0S-4 in connection with a merger, X-0 (acquisition, divestiture, reorganization, exchange offer or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)event, or (iii) a registration in connection which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered or (iv) a shelf registration statement on Form S-3 or (B) file a prospectus supplement to an effective shelf registration statement with any dividend respect to an underwritten public offering in which Holders may be included (either by inclusion in the registration statement without the filing of a post-effective amendment thereto or distribution reinvestment because the Shelf Registration Statement is effective) (an offering pursuant to clause (A) or similar plan(B), whether for its own account or for the account of one or more shareholders of a “Piggyback Offering”), then the Company shall promptly give to the Holders written notice thereof, and in no event shall such notice be given less than (X) twenty (20) calendar days prior to the form filing of Registration Statement a registration statement contemplated by clause (A) (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities or (a “Piggyback Registration”), the Company shall give prompt written notice Y) five (in any event no later than ten (105) business calendar days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to contemplated by clause (B) ( a “Piggyback Supplement”) and the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andCompany shall, subject to Section 3(b) and Section 3(c3(b)(ii), shall include in such registration Piggyback Offering all of the Registrable Securities with respect to which specified in a written request or requests, made within ten (10) calendar days (three (3) calendar days in the case of a Piggyback Supplement) after receipt of such written notice from the Company, by any Holder or Holders. However, the Company has received written requests for inclusion from may, without the holders consent of Registrable Securities within five (5) business days after the Company’s notice has been given to each Holders, abandon such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Offering and withdraw such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Supplement.

Piggyback Registration. (a) Whenever Subject to and after the expiration of the period set forth in Section 2.1, if the Company proposes or is required to offer file a Registration Statement or sell any shares of its Equity Securities pursuant to a registered offering related prospectus supplement under the Securities 1933 Act with respect to an offering of any Ordinary Shares, whether or not for sale for its own account (other than a registration Registration Statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or any similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iiiii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of then the Company and will give prompt written notice of such proposed filing at least 10 Business Days before the form of Registration Statement anticipated filing date (a the “Piggyback Registration StatementNotice”) to the Shareholder Parties. Such Piggyback Notice must specify the number of Ordinary Shares proposed to be used may be used for any registration registered, the proposed date of filing of such Registration Statement or related prospectus supplement, as applicable, with the SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such Ordinary Shares. The Piggyback Notice will offer the Shareholder Parties the opportunity to include in such Registration Statement or related prospectus supplement, as applicable, the number of Registrable Securities as it may request (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c3.2(b), shall . The Company will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein from any Shareholder Party within six (6) Business Days after the holders Company has sent the Piggyback Notice, subject to Section 3.2(b). The Shareholder Parties will be permitted to withdraw all or part of the Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time at least three Business Days prior to the effective date of Section 2. If any Piggyback the Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering filing of the related prospectus supplement, as applicable, relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “such Piggyback Shelf Registration Statement”), such holder(s) Registration. The Company shall have the rightright to terminate or withdraw any registration initiated by it under this Section 3.2, but whether or not the obligation, Shareholder Parties have elected to be notified of and to participate include Registrable Securities in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registration.

Piggyback Registration. (a) Whenever If the Company proposes to offer or sell register any shares securities of its Equity Securities pursuant to a registered offering the Company under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than in connection with a registration (i) Shelf Registration and any resale of Registrable Securities pursuant to a Registration Statement Shelf Registration, which shall be governed by the terms of Section 5.3, a registration on Form S-8 (or other registration solely S-4 or any successor or similar forms, relating to an offering or sale to employees or directors securities of the Company pursuant to any issuable upon exercise of employee share plan stock options or other in connection with employee benefit arrangement)or similar plans or arrangements of the Company, (ii) pursuant or in connection with a merger of the Company into or with another Person or an acquisition by the Company of another Person or substantially all the assets of another Person or any transaction with respect to a Registration Statement on Form X-0, X-0 which Rule 145 (or similar form that relates to a transaction subject to Rule 145 any successor provision) under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planapplies), whether or not for sale for its own account or for account, the account of one or more shareholders Company shall on each such occasion give prompt written notice at least five Business Days prior to the anticipated filing date of the Company registration statement relating to such registration to each of the Shareholders, which notice shall set forth such Shareholder’s rights under this Section 5.2 and shall offer such Shareholder the form opportunity to include in such registration statement all or any portion of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of the Registrable Securities held by such Shareholder (a “Piggyback Registration”), subject to the restrictions set forth herein; provided, however, that (x) no holder of Registrable Securities shall be entitled to register any of its Registrable Securities pursuant to this Section 5.2 in an Initial Public Offering, other than (i) the DCP Investor, (ii) the Golden Gate Investor (it being agreed that if the DCP Investor is participating as a seller of Registrable Securities in such Initial Public Offering, then the Golden Gate Investor may sell up to its pro rata number of Registrable Securities in such Initial Public Offering based on the number of shares the DCP Investor is selling in such Initial Public Offering compared to the number of shares the DCP Investor owned prior to such Initial Public Offering), and (iii) the CCCS Holders (it being agreed that if the DCP Investor is participating as a seller of Registrable Securities in such Initial Public Offering, then each CCCS Holder may sell up to its pro rata number of Registrable Securities in such Initial Public Offering based on the number of shares the DCP Investor is selling in such Initial Public Offering compared to the number of shares the DCP Investor owned prior to such Initial Public Offering), and (y) the provisions of Section 5.1 with respect to Registering Shareholders and not this Section 5.2 shall apply to the ability of any Shareholder to participate in any registration being effected pursuant to a Demand Registration contemplated by Section 5.1. Upon the request of any such Shareholder made within five Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities requested to be registered by such Shareholder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided, that (i) if such registration involves a 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 5.5(f) (i) on the same terms and conditions as apply to the Company or any other selling Shareholders, and (ii) if, at any time after giving notice of its intention to register any Registrable Securities pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give prompt 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 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.1. The Shareholder(s) participating in such Piggyback Registration shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any event no later than ten (10) business days time prior to either the filing effective time of such Piggyback Registration. The Company shall be liable for and pay all Registration Statement orExpenses in connection with each Piggyback Registration, regardless of whether such registration is effected, provided that the participating Shareholders shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to a Piggyback Shelf Takedownany disposition, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders sale or transfer of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Securities.

Piggyback Registration. (a) Whenever If at any time after the first date upon which ---------------------- Units held by the Holders may be redeemed and until the date on which there are no Registrable Shares remaining the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form or in connection with an exchange offer, or (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any dividend or distribution reinvestment or similar plansuccessor form), whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt to the Holders of Units and Registrable Shares written notice (in any event no later than of such proposed filing at least ten (10) business days prior before filing. The notice referred to either in the filing preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement or, with respect Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to a Piggyback Shelf Takedownthe provisions of Section 2 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration all Registrable Securities with respect Shares requested to be included in the registration for which the Company has received written requests for inclusion from the holders of Registrable Securities an Authorizing Certificate within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of the Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall not be considered allocated among the Holders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to be included in a registration pursuant to demand registration rights shall be excluded from the underwriting unless all securities other than such securities are first excluded. Any Demand Registration for purposes of Section 2. If any Statement, Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (is sometimes referred to as a “Piggyback Shelf Takedown”)"Registration Statement."

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten twenty (1020) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) business days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and have the right to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, (iv) in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iiiv) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities who hold at least 33% of the Registrable Securities initially issued or issuable to the Investors pursuant to the Purchase Agreement of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five two (52) business days after the Company’s notice has been given to each such holder; provided, however, the obligations of this Section 3(a) shall not apply with respect to Registrable Securities included in an effective registration statement. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.

Piggyback Registration. (a) Whenever 2.1.1. Other than in connection with a request for registration pursuant to Sections 2.2 or 2.3 of this Agreement, if at any time the Company, including if the Company proposes to offer or sell any shares qualifies as a well-known seasoned issuer (within the meaning of its Equity Securities pursuant to a registered offering Rule 405 under the Securities Act Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a shelf registration statement, whether effective or not, a “Shelf Registration Statement”), or (ii) a registration statement (other than a registration (i) pursuant to a Shelf Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis offering pursuant to Rule 415 under the Securities Act); in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or otherwise in a registered public offering (subsections (i) and (ii) collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable, but not less than fifteen (15) Business Days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or any successor rule thereto (c) such registration statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders (a “Piggyback Shelf Registration StatementNotice”)) and such Piggyback Notice shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such Piggyback Notice to request, in written notice to the Company, the inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such holder(sHolder shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy-Back Underwritten Offering in the case of a “bought deal”, “registered direct offering”, “overnight transaction” or similar offering where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Securities requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right, but not the obligation, right to be notified withdraw its request for inclusion of and to participate its Registrable Securities in any offering under registration by giving written notice to the Company of its request to withdraw and such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made.

Piggyback Registration. (a) Whenever If, at any time after the expiration of the Lock-Up Period, the Company proposes or is required to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or similar common equity securities of the Company, or the Company proposes a Shelf Take-Down (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Block Trade, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)an at-the-market offering, or (iii) in connection with any dividend or distribution reinvestment or similar plana Shelf Take-Down by a Shareholder that is not an Underwritten Shelf Take-Down), whether or not for its own account or for the account of one or more shareholders securityholders of the Company Company, on a form and the form of Registration Statement (in a “Piggyback Registration Statement”) to be used may be used for any manner that would permit registration of the Registrable Securities (a “Piggyback Securities, which shall exclude any Special Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than ten (10) business days prior to either the anticipated date of filing of such Registration Statement orStatement, with respect to a Piggyback Shelf Takedown, or in the filing case of a prospectus supplement shelf take-down, no later than five (5) days prior to the applicable Piggyback Shelf Registration Statement) anticipated take-down, to the holders of Registrable Securities Shareholders of its intention to effect such a registration or shelf take-down and, subject to Section 3(b) and Section 3(c)in the case of each Shareholder, shall include in such registration or take-down all of such Shareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written requests request from such Shareholder for inclusion from the holders of Registrable Securities therein within five three (53) business days after the Company’s notice has been is given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto Shareholder (a “Piggyback Shelf Registration Statement”), Registration” and any such holder(s) shall have the right, but requesting Shareholder that has not the obligation, to be notified of and to participate in any offering under withdrawn its Registrable Securities from such Piggyback Shelf Registration Statement (Registration, a “Piggyback Shareholder” with respect to such Piggyback Registration). In the event that a Shareholder makes such written request, such Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Shareholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as a Demand Registration or Underwritten Shelf Takedown”)Take-Down to which the Shareholders are entitled.

Piggyback Registration. (ai) Whenever In the Company event that (A) there is not an effective Registration Statement covering the total number of Registrable Equity Support Shares that is on file with the SEC and (B) the Issuer or any shareholder of the Issuer proposes to offer or sell any shares of its Equity Securities pursuant to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement under the Securities Act with respect to the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (including pursuant to the ATM Agreement), for its own account or for the account of shareholders of the Issuer, other than a registration Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Registration Statement on Form S-8 (filed in connection with any employee stock option or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) filed in connection with any dividend or distribution reinvestment or similar plan)a confidentially marketed public offering by the Issuer of primary shares, whether for its own account or for then the account Issuer shall give written notice of one or more shareholders of the Company and the form of Registration Statement such proposed offering to each Subscriber (a “Piggyback Registration StatementNotice”) as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of a registration in which securities of the Issuer are sold to an underwriter in a firm commitment underwriting for distribution to the public (an “Underwritten Offering”) pursuant to a shelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which Piggyback Notice shall (A) describe the amount and type of securities to be used may be used for any registration included in such offering, the proposed filing date, the intended method(s) of distribution, the name of the proposed managing underwriter or underwriters, if any, in such offering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B) offer to each Subscriber the opportunity to include in such registered offering such number of Registrable Securities Equity Support Shares as such Subscriber may request in writing within five (5) days after receipt of such Piggyback Notice (such registered offering, a “Piggyback Registration”). The Issuer shall, in good faith, cause such Registrable Equity Support Shares to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing managing underwriter or underwriters of such Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, permit the filing of a prospectus supplement Registrable Equity Support Shares requested by each Subscriber pursuant to the applicable Piggyback Shelf Registration Statementthis Section 7(c) to be included therein on the holders same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale or other disposition of such Registrable Equity Support Shares in accordance with the intended method(s) of distribution thereof. The inclusion of Registrable Securities of its intention to effect such Equity Support Shares in a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration subject to each Subscriber’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0such Underwritten Offering, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)if applicable.

Piggyback Registration. (a) Whenever If at any time the Company proposes determines ----------------------- to offer or sell any shares of its Equity Securities pursuant to a registered offering register under the Securities Act of 1933, as amended (other than a registration (i) including pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors demand of any security holder of the Company pursuant to any employee share plan or other employee benefit arrangementexercising registration rights), any of its Common Stock (ii) pursuant except securities to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) be issued solely in connection with any dividend acquisition of any entity or distribution reinvestment business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to employee benefit plans or similar planshares to be registered on any registration form that does not permit secondary sales), whether for its own account it must give each Bank, written notice of such determination at least thirty (30) days prior to each such filing. If, within fifteen (15) days after receipt of such notice, any Bank Holder so requests in writing, the Company must include in such registration statement (to the extent permitted by applicable regulation) all or for any part of such Bank Holders' warrants and the account shares of one Common Stock (or more shareholders other securities representing Common Stock) purchasable or purchased from time to time under such Bank Holders' warrants (collectively, "REGISTRABLE SECURITIES") that such Bank Holder requests to be registered; provided, however, that the Bank Holders' registration rights shall -------- ------- be subordinate in their entirety to the registration rights of the holders of the Series A Preferred Stock of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) Bank Holders shall only be able to be used may be used for include such securities in any registration to the extent that the inclusion thereof will not reduce the amount of Registrable Securities (a “Piggyback Registration”)as defined in that certain Investor Rights Agreement dated June 5, 1995 between the Company shall give prompt written notice (in any event no later than ten (10and SpaceVest Fund, L.P.) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of the Series A Preferred Stock. Any Registrable Securities which are included in any underwritten offering under this Section 8 will be sold upon such terms as the managing underwriters reasonably request. If such managing underwriter determines that a cutback in the number of its intention shares to effect be registered is necessary, such cut back shall be effected on a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which pro rata basis among the shareholders of the Company has received written requests for inclusion from requesting registration and the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2Bank. If any Piggyback Registration Statement pursuant to which holders Bank Holder disapproves of Registrable Securities have registered the offer and sale terms of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)such underwriting, such holder(s) shall have Bank Holder may elect to withdraw therefrom by written notice to the right, but not Company and the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)underwriter.

Piggyback Registration. 2.2.1. (a) Whenever Other than in connection with the filing of a registration statement or an offering pursuant to Section 2.3 or Section 2.4 of this Agreement, if at any time the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration file (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating prospectus supplement to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), effective shelf registration statement (ii) pursuant to a “Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoStatement”), or (iiiii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of a registration statement other than a Shelf Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen (15) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or any successor rule thereto (c) such registration statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders and such notice (a “Piggyback Shelf Registration StatementNotice”)) shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Shares as each such Holder may request in writing. Each such Holder shall then have ten (10) days after receiving such Piggyback Notice to request in writing to the Company inclusion of Registrable Shares in the Piggy-Back Underwritten Offering, except that such holder(sHolder shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Shares in the Piggy-Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Shares requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right, but not the obligation, right to be notified withdraw its request for inclusion of and to participate its Registrable Shares in any offering under registration by giving written notice to the Company of its request to withdraw and such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Shares in the Piggy-Back Underwritten Offering as to which such withdrawal was made.

Piggyback Registration. (a) Whenever If at any time while any Registrable Shares ---------------------- are outstanding the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form or in connection with an exchange offer or any transaction pursuant to Rule 145, or (iii) in connection with any a rights offering or a dividend or distribution reinvestment or similar planand share purchase plan offered exclusively to existing holders of Common Stock), whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt to the Holders of Units and Registrable Shares written notice (in any event no later than of such proposed filing at least ten (10) business days prior before filing. The notice referred to either in the filing preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement or, with respect Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to a Piggyback Shelf Takedownthe provisions of Section 2 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration all Registrable Securities with respect Shares requested to be included in the registration for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2such Piggyback Registration. If any a Piggyback Registration Statement is an underwritten registration on behalf of the Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Shares or other shares of Common Stock requested to be included in a registration pursuant to which holders of Registrable Securities have registered demand registration rights shall be excluded from the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering underwriting unless all securities requested to be made on included in a delayed or continuous basis registration pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)piggyback registration rights are first excluded.

Piggyback Registration. (a) Whenever If at any time after the Shelf Registration Expiration Date but prior to September 23, 2009 any Registrable Shares are outstanding and the Company proposes (without any obligation to offer or sell any shares of its Equity Securities pursuant do so) to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act or (vi) in connection with a dividend or distribution reinvestment or similar plandirect stock purchase plan other than to the Company's existing shareholders), whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the proposed filing of a prospectus supplement to the applicable Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as the Holders may request (a "Piggyback Registration"). Any Shelf Registration Statement) , any Issuance Registration Statement or any Piggyback Registration Statement is sometimes hereinafter referred to as a "Registration Statement." Subject to the holders restrictions set forth below and the provisions of Registrable Securities of its intention to effect such a registration andSection 3 hereto, subject to Section 3(b) and Section 3(c), the Company shall include in such registration Piggyback Registration all Registrable Securities with respect to Shares for which the Company has received a written requests request for inclusion from the holders of Registrable Securities therein within five fifteen (515) business calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders of Registrable Shares. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2such Piggyback Registration. If any a Piggyback Registration Statement pursuant to which holders is an underwritten primary registration on behalf of Registrable Securities have registered the offer Company and sale the managing underwriter advises the Company that the total number of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering shares of Common Stock requested to be made included in such registration exceeds the number of shares of Common Stock which can be sold in such offering without adversely affecting the price range or probability of success of such offering, the Company will include Common Stock in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration and other shares of Common Stock held by shareholders of the Company who have the right to request, or participate in, such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders and all other stockholders requesting registration on a delayed or continuous pro rata basis pursuant to Rule 415 under in accordance with the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, total number of shares of Common Stock requested to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)included.

Piggyback Registration. (a) Whenever the Company If Duck Head at any time proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than file a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant statement with respect to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)class of equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form) or a registration statement covering (A) an employee stock option, incentive stock award, stock purchase or compensation plan or securities issued or issuable pursuant to any such or similar plan, or (B) a dividend reinvestment plan) or for the account of one or more shareholders a holder of the Company and the form securities of Registration Statement Duck Head pursuant to registration rights granted by Duck Head (a “Piggyback Registration Statement”"Requesting Securityholder") (other than for the registration of securities for sale on a continuous or delayed basis pursuant to be used may be used for any registration Rule 415), then Duck Head shall in each case give written notice of such proposed filing to all Holders of Registrable Securities (a “Piggyback Registration”)at least ten Business Days before the anticipated filing date of any such registration statement by Duck Head, and such notice shall offer to all Holders the Company shall give prompt written notice (opportunity to have any or all of the Registrable Securities held by such Holders included in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise Duck Head in writing within five Business Days after the date of its intention to effect receipt of such a notice (which request shall set forth the amount of Registrable Securities for which registration and, subject to Section 3(b) and Section 3(cis requested), and Duck Head shall include in such registration Registration Statement all such Registrable Securities with respect so requested to which be included therein; provided, that, in the Company has received written requests event such Registration Statement is for inclusion from an Underwritten Offering, the holders Holders of Registrable Securities within five (5) business days after included therein shall join in the Company’s notice has been given to each such holder. A Piggyback Registration underwriting on the same terms and conditions as Duck Head or the Requesting Securityholders except that the Holders of Registrable Securities shall not be considered a Demand Registration required to give any representations and warranties relating to Duck Head, but shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by Duck Head or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advise Duck Head in writing that the total amount or kind of securities that the Holders of Registrable Securities, Duck Head, the Requesting Securityholders and any other Persons intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for purposes the accounts of Section 2. If any Piggyback Registration Statement pursuant to which holders Holders of Registrable Securities have registered shall be reduced pro rata, together with the offer and sale amount or kind of Registrable Securities is a Registration Statement on Form X-0securities to be offered for the accounts of any other Persons (other than Duck Head) requesting registration of securities pursuant to rights substantially similar to the rights of Holders under this Section 4, X-0 to the extent necessary to reduce the total amount or the then appropriate form for an kind of securities to be included in such proposed public offering to be made on a delayed the amount or continuous basis pursuant to Rule 415 under kind recommended by such managing underwriter or underwriters before the Securities Act securities offered by Duck Head or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in Requesting Securityholder are so reduced. Duck Head may at any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)time abandon or suspend any proposed registration covered by this Section 4.

Piggyback Registration. (a) Whenever If at any time, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering following the expiration of the Lock-Up Period, or the Company proposes a shelf take-down of Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, whether or not for sale for its own account following the expiration of the Lock-Up Period (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoforms thereto or (ii) filed to effectuate an exchange offer or any merger or acquisition, amalgamation, scheme of arrangement, employee benefit, equity compensation, incentive or dividend reinvestment plan or a Block Trade), then the Company shall give written notice of such filing or offering, which notice shall be given, to the extent reasonably practicable, no later than five (iii5) Business Days prior to the filing or launch date (the “Piggyback Notice”) to each of the Holders of Registrable Securities (except in the case of an offering that is an “overnight offering”, in which case such notice must be given no later than three (3) Business Days prior to the filing or launch date). The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in connection with any dividend such registration statement or distribution reinvestment or similar plan)offering the number of Registrable Securities as each such Holder may request (each, whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) ). Subject to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”Section 1.8(b), the Company shall give prompt written notice (include in any event no later than ten (10) business days prior to either the filing of such each Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five therein (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Request”) promptly following delivery of the Piggyback Notice but in any event no later than two (2) Business Days prior to the filing date of a Piggyback Registration Statement”). Notwithstanding the foregoing, such holder(s) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Piggyback Registration Statement, the Company shall have determine for any reason not to proceed with the right, but not proposed registration of the obligation, securities to be notified sold by it, the Company may, at its election, give written notice of and such determination to each Holder that requested to participate in an offering initiated by the Company, and thereupon shall be relieved of its obligation to register any offering under Registrable Securities in connection with such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registration.

Piggyback Registration. (a) Whenever If, at any time following the Restricted Period, the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether Class A Shares for its own account with a market value of at least $25,000,000 in an Underwritten Offering (other than pursuant to Section 5.01 and other than Class A Shares issued or for the account issuable upon conversion, exercise or exchange of one or more shareholders of the Company securities other than Preferred Shares), and the form of Registration Statement (a “Piggyback Registration Statement”) to be used filed may be used for any the registration or qualification for distribution of Registrable Securities, then the Company shall use reasonable efforts to give written notice of such filing to the Purchaser at least ten (10) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice shall offer the Purchaser the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior use its reasonable efforts to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities that are Class A Shares with respect to which the Company has received from the Purchaser written requests for inclusion from the holders of Registrable Securities therein within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes Business Days following receipt of Section 2. If any Piggyback Registration Statement pursuant to Notice by the Purchaser, which holders request shall specify the maximum number of Registrable Securities have registered intended to be disposed of by the offer Purchaser and sale the intended method of distribution. The Company may terminate or withdraw any registration under this Section 5.08 prior to the effectiveness of such registration or the pricing of such Underwritten Offering, whether or not the Purchaser has elected to include Registrable Securities is a Registration Statement on Form X-0in such registration. In connection with the foregoing, X-0 the Purchaser agrees that it will (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Company.

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series C Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 3(c), shall include request(s) be included in such registration all Registrable Securities with respect (a “Piggyback Registration”) by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence; provided, however, that in no event will the Company be required to effect a Piggyback Registration for the issuance of Common Stock by the Company within one (1) year of the date of this Agreement pursuant to a registered offering to existing Company shareholders to purchase up to an aggregate of $10,000,000 in shares of Common Stock at the Purchase Price. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2Statement relating to such Piggyback Registration. If the Company elects to terminate any Piggyback Registration Statement registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Ordinary Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholder of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 30 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders holder of Registrable Securities within five (5) business 30 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders holder of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If at any time the Company proposes to register (including for this purpose a registration effected by the Company for the account of the Company or shareholders of the Company other than the Holders of the Registrable Securities for offer or sell any shares of its Equity Securities pursuant to a registered offering and sale Common Shares under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement registrations on Form S-4 or Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) forms solely for registration of securities in connection with any an employee benefit plan or dividend reinvestment plan, merger or distribution reinvestment consolidation or similar planexchange offer), whether for its own account or for as soon as practicable (but in no event less than ten business days prior to the account date of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback filing any related Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt the Holders of the Registrable Securities written notice of such registration. Upon the written request of any Holder given within ten days following the date such notice is delivered (as determined in any event no later than ten (10) business days prior accordance with Section 5.3 hereof), the Company shall use all reasonable efforts to either the filing of cause to be included in such Registration Statement or(a "Piggyback Registration Statement"), with respect and use all reasonable efforts to cause to be registered under the 1933 Act, all the Registrable Securities that such Holder shall have requested to be registered (such right of Holders to request that their Registrable Shares be included in a Piggyback Shelf TakedownRegistration Statement, "Piggyback Rights"). Notwithstanding anything to the contrary in this Section 2.2(a), the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If required to include any Registrable Securities in such Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered if (i) the offer and sale of Registrable Securities Piggyback Registration Statement is a Registration Statement "shelf" registration statement on Form X-0, X-0 S-3 or the then other appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities 1933 Act or any successor rule thereto and (a “Piggyback ii) the Shelf Registration Statement”), such holder(s) Statement is effective and available for sales of Registrable Securities. The Company shall have the rightabsolute right to withdraw or cease to prepare or file any Piggyback Registration Statement for any offering referred to in this Section 2.2 without any obligation or liability to the Holders; PROVIDED, but not that the obligationCompany shall promptly notify the Holders in writing of any such action and shall, subject to the provisions of Section 2.5, reimburse Holders of Registrable Securities requested to be notified of and to participate included in any offering under such Piggyback Shelf Registration Statement (a “for all reasonable out-of-pocket expenses incurred by such Holders in connection with such Piggyback Shelf Takedown”)Registration Statement prior to such withdrawal by the Company.

Piggyback Registration. (a) Whenever If the Company proposes intends to offer or sell any shares of its Equity Securities pursuant to file a registered offering under the Securities Act Registration Statement (other than a Demand Registration Statement, pursuant to Section 2) covering a primary or secondary offering of any of its Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration (i) solely to implement an employee benefit plan pursuant to a Registration Statement registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form), a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)Commission is applicable, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company, the Company will promptly (and in any event at least fifteen (15) Business Days before the anticipated filing date) give written notice to the Holders (which for purposes of clarity, includes Patriot) of its intention to effect such a registration. The Company will effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within ten (10) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggyback Registrations pursuant to this Section 3(a). (b) If a Registration Statement pursuant to a Piggyback Registration (a “Piggyback Registration Statement”) under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be used may included in such offering exceeds the number which can be used for any registration sold without adversely affecting the marketability of Registrable Securities such offering (a “Piggyback Registration”including an adverse effect on the per share offering price), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall will include in such registration all or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Common Stock and Other Securities the Company proposes to sell, (ii) second, the Registrable Securities with respect to which of the Company has received written requests for Holders who have requested inclusion from the holders of Registrable Securities within five (5) business days after pursuant to this Section 3, pro rata on the Company’s notice has been given to basis of the aggregate number of such securities or shares owned by each such holderperson, or as such Holders may otherwise agree, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. A Piggyback Registration The Company shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with an underwritten offering made pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to this Section 3. No Holder may participate in any underwritten registration under this Section 3 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).on the basis provided in

Piggyback Registration. (a) Whenever If at any time the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”), other than pursuant to a Shelf Registration under Section 1.1 or any Demand Registration under Section 1.2, for an offering of Common Stock for cash (whether in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders other than Holders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any Registration Statement form that does not permit secondary sales), including an Initial Public Offering, the Company shall give written notice (the “Piggyback Notice”) to be used may be used all Holders that, to its knowledge, hold Registrable Securities (collectively, the “Piggyback Eligible Holders”) of the Company’s intention to file a Piggyback Registration Statement reasonably in advance of (and in any event at least ten Business Days before) the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for any registration in such Piggyback Registration Statement the number of Registrable Securities as they may request, subject to Section 1.3(b) (a “Piggyback Registration”). Subject to Section 1.3(b), the Company shall give prompt written notice (use reasonable best efforts to include in any event no later than ten (10) business days prior to either the filing of each such Piggyback Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to for which the Company has received written requests for inclusion (each, a “Piggyback Request”) from Piggyback Eligible Holders within five Business Days after giving the holders Piggyback Notice. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If in any Piggyback Registration Statement pursuant thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to which holders of have the right to include any Registrable Securities have registered in any subsequent Piggyback Registration Statements or registration statements as may be filed by the offer Company with respect to offerings of Common Stock, all upon the terms and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or conditions set forth herein. The Company shall use reasonable best efforts to effect the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registration under the Securities Act or any successor rule thereto (a “of all Registrable Securities which the Company has been so requested to register pursuant to the Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligationRequests, to the extent required to permit the disposition of the Registrable Securities so requested to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registered.

Piggyback Registration. (a) Whenever If at any time after October 15, 2003 while any Registrable Shares are outstanding the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form or in connection with an exchange offer, or (iii) in connection with any a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or similar plan)(vi) a shelf registration, whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (" and together with the Required Registration Statement, a “Piggyback Registration”"Registration Statement"), the Company shall give prompt to the Holders of Registrable Shares written notice (in any event no later than of such proposed filing at least ten (10) business days prior before filing. The notice referred to either in the filing preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement or, with respect Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to a Piggyback Shelf Takedownthe provisions of Section 2 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration all Registrable Securities with respect Shares requested to be included in the registration for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration Statement. If a Piggyback Registration is an underwritten offering, the Company shall not be considered a Demand Registration for purposes required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of Section 2the underwriting agreement as agreed upon between the Company and the underwriter or underwriters selected by it. If any a Piggyback Registration Statement pursuant to which holders is an underwritten registration on behalf of Registrable Securities have registered the offer Company and sale the managing underwriter advises the Company that the total number of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering shares of Common Stock requested to be made included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders requesting registration and all other stockholders requesting registration on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)pro rata basis.

Piggyback Registration. (a) Whenever If, at any time during the seven-year period commencing on the date the Warrants are issued, the Company proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iiicomparable registration statement) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall will give prompt written notice by registered mail, at least thirty (in any event no later than ten (1030) business days prior to either the filing of each such Registration Statement orregistration statement, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) Placement Agent and to all other Holders of the holders of Registrable Warrant Securities of its intention to effect do so. If the Placement Agent or other Holders of the Warrant Securities notify the Company within twenty (20) days after receipt of any such a notice of its or their desire to include any such securities in such proposed registration andstatement, the Company shall afford the Placement Agent and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement; provided, however, that it is understood and agreed that the Company shall register all of the Warrant Securities as part of the registration statement it is obligated to file pursuant to the Offering within sixty (60) days from the date hereof (the "Offering Registration Statement") and no notice need be provided by the Placement Agent or other Holders of the Warrant Securities. The obligation to register the Warrant Securities pursuant to this Section 7.2 shall be subject to Section 3(b) the same piggyback registration cutbacks and Section 3(c), shall include in such registration all Registrable Securities with respect holdbacks to which registration of the warrant shares are subject to under the Warrants issued to the purchasers of securities in the Offering; provided, however, that no registration cutbacks or holdbacks shall apply to the registration of the Warrant Security pursuant to the Offering Registration Statement. Notwithstanding the provisions of this Section 7.2, the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the rightright at any time after it shall have given written notice pursuant to this Section 7.2 (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 the filing but not prior to the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)effective date thereof.

Piggyback Registration. (a) Whenever If the Company proposes intends to offer file a Registration Statement covering a primary or sell secondary offering of any shares of its Equity Securities Common Stock, Series C Preferred Stock, Non-Voting Common Stock or Other Securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registered offering under the Securities Act registration statement on Form S‑8 (other than or successor form), a registration (i) pursuant to a Registration Statement statement on Form S-8 S‑4 (or successor form) or a transaction to which Rule 145 or any other registration solely relating to an offering or sale to employees or directors similar rule of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Commission is applicable, the Company shall give prompt written notice will promptly (and in any event no later than at least ten (10) business days prior to either Business Days before the anticipated filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement date) give written notice to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration. The Company will effect the registration and, subject to Section 3(bunder the Securities Act of all Registrable Securities that the Holder(s) and Section 3(c), shall include request(s) be included in such registration all Registrable Securities with respect (a "Piggyback Registration") by a written notice delivered to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days Business Days after the Company’s notice given by the Company in the preceding sentence; provided, however, that in no event will the Company be required to effect a Piggyback Registration for the issuance of Common Stock by the Company within one (1) year of the date of this Agreement pursuant to a registered offering to existing Company shareholders to purchase up to an aggregate of $10,000,000 in shares of Common Stock at the Purchase Price. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been given selected by the Company for the securities the Company is registering for sale referred to each such holderabove. A The Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration shall not be considered a Demand at any time at least two (2) Business Days prior to the effective date of the Registration for purposes of Section 2Statement relating to such Piggyback Registration. If the Company elects to terminate any Piggyback Registration Statement registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggybank Registrations pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”this Section 3(a).

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer file a registration statement on Form S-3 or sell any shares of its Equity Securities pursuant to a registered offering such other form under the Securities Act providing for a public offering of shares of Common Stock (other than a registration (i) pursuant to a Registration Statement registration statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees any similar form hereafter adopted by the Commission as a replacement therefor, or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) a registration statement filed by the Company for RWE pursuant to a Registration Statement on Form X-0the exercise of its demand right pursuant to the agreement dated as of February 1, X-0 1999, as amended) (including the Prospectus, amendments and supplements to such registration statement or similar form that relates Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to a transaction subject to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (will notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in any event no later than such Piggyback Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) business days prior to either after delivery of the filing above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders number of Registrable Securities of its intention Shares such Holder wishes to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Shares held by it and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Registrable Shares. Any election by any successor rule thereto (a “Holder to include any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement”); provided, however, that at such holder(s) time, the Company shall have the right, but not right to remove from the obligation, to be notified of and to participate in any offering under such Piggyback Mandatory Shelf Registration Statement (a “the Registrable Shares sold pursuant to the Piggyback Shelf Takedown”)Registration Statement.

Piggyback Registration. (a) Whenever In addition to the demand registration right included in Section 12.1, in the event that the Company proposes determines to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement statement on Form X-0, X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoother “special purpose” form), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and will provide record holders of Registrable Securities with an opportunity to include their Registrable Securities in such registration statement (the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the . The Company shall give prompt provide written notice (in any event no later than to the Subscribers at least ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders , and each record holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within have five (5) business days after thereafter to provide the Company’s Company with written notice has been given that such holder desires to each such holder. A include its Registrable Securities in the Piggyback Registration shall Statement. Piggy-back registration rights will not be considered applicable to the extent that (a) the registration statement relates to an underwritten public offering and the underwriter of such offering conditions its participation on there being no or a Demand limited number of selling security holders included in the Piggyback Registration for purposes Statement, (b) the Registrable Securities may be sold pursuant to Rule 144, without regard to volume limitations, or to Registrable Securities that are otherwise freely transferable without registration under the 1933 Act or (c) the Registrable Securities are then covered by an effective registration statement. Notwithstanding the foregoing, nothing in this Agreement shall require that the Company register Registrable Securities in an amount that exceeds the number of Section 2securities that may be registered pursuant to Applicable Rules. If any In the event that Applicable Rules do not permit all of the Registrable Securities to be registered at the time the Piggyback Registration Statement pursuant is initially filed, the Company hereby agrees to which holders include in the Piggyback Registration Statement such number of Registrable Securities have registered as is permitted by Applicable Rules. To the offer and sale extent that the Applicable Rules do not permit a Piggyback Registration Statement to include all of the Subscribers’ Registrable Securities is in one filing, each of the Subscribers shall be entitled to have a Registration Statement on Form X-0, X-0 or pro-rata portion of the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under Registrable Securities included in the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)filing.

Piggyback Registration. (a) Whenever Subject to the terms and conditions hereof, whenever the Company (i) proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering equity securities under the Securities Act (other than (x) a registration relating solely to an employee stock plan, a dividend reinvestment plan, or a merger or a consolidation or (iy) pursuant to a Registration Statement registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangementsuccessor forms thereto), (ii) proposes to effect an Underwritten Offering of its own securities pursuant to a an effective Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planreceives a request for a Shelf Underwritten Offering pursuant to Section 3.3(d) (a “Piggyback Registration”), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)others, the Company shall give each Stockholder (each, a “Piggyback Stockholder”) prompt written notice thereof (in any event no later but not less than ten (10) business days prior to either the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Registration Statement or, registration statement with respect to a Piggyback Shelf Takedownthe SEC, the filing proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a prospectus supplement to good faith estimate by the applicable Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Shelf Registration StatementNotice constitutes a Stockholder (a “Piggyback Seller”) to (which written request shall specify the holders number of Registrable Securities then presently intended to be disposed of its intention to effect by such a registration andPiggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to Section 3(b) the terms and Section 3(c)conditions of this Agreement, shall include in use its reasonable best efforts to cause all such registration all Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion from to be included in such Piggyback Registration on the holders of Registrable Securities within five (5) business days after same terms and conditions as the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate equity securities being sold in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.

Piggyback Registration. (a) Whenever If the Company proposes or is required to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Block Trade, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), an at-the-market offering or (iii) in connection with any dividend or distribution reinvestment or similar plana Shelf Take-Down by a Shareholder that is not an Underwritten Shelf Take-Down), whether for its own account or for the account of one or more shareholders securityholders of the Company Company, on a form and the form of Registration Statement (in a “Piggyback Registration Statement”) to be used may be used for any manner that would permit registration of the Registrable Securities (a “Piggyback Securities, other than any Special Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than ten (10) business days prior to either the anticipated date of filing of such Registration Statement orStatement, with respect to a Piggyback Shelf Takedown, or in the filing case of a prospectus supplement shelf take-down, no later than five (5) days prior to the applicable Piggyback Shelf Registration Statement) anticipated shelf take-down, to the holders of Registrable Securities Shareholders of its intention to effect such a registration or shelf take-down and, subject to Section 3(b) and Section 3(c)in the case of each Shareholder, shall include in such registration or shelf take-down all of such Shareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written requests request from such Shareholder for inclusion from the holders of Registrable Securities therein within five three (53) business days after the Company’s notice has been is given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto Shareholder (a “Piggyback Shelf Registration Statement”), Registration” and any such holder(s) shall have the right, but requesting Shareholder that has not the obligation, to be notified of and to participate in any offering under withdrawn its Registrable Securities from such Piggyback Shelf Registration Statement (Registration, a “Piggyback Shareholder” with respect to such Piggyback Registration). In the event that a Shareholder makes such written request, such Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Shareholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Takedown”)Take-Down to which the Shareholders are entitled.

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company’s securities, other than a registration (i) pursuant to a Mandatory Registration Statement or a registration statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (will notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in any event no later than such Piggyback Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) business days prior to either after delivery of the filing above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders number of Registrable Securities of its intention Shares such Holder wishes to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Shares held by it and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Registrable Shares. Any election by any successor rule thereto (a “Holder to include any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement”); provided, however, that at such holder(s) time, the Company shall have the right, but not right to remove from the obligation, to be notified of and to participate in any offering under such Piggyback Mandatory Shelf Registration Statement (a “the Registrable Shares sold pursuant to the Piggyback Shelf Takedown”)Registration Statement.

Piggyback Registration. (a) Whenever In the Company event that Mobileye at any time after the IPO Date proposes to offer or sell (i) register any shares of its Equity Securities pursuant to a registered offering equity securities or securities convertible into or exchangeable for its equity securities (collectively, “Other Securities”) under the Securities Act Act, either in connection with a primary offering for cash for the account of Mobileye, a secondary offering or a combined primary and secondary offering, or (ii) effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than a registration (i) an Underwritten Offering pursuant to Section 4.1 or Section 4.2) (each, a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan“Piggyback Registration”), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement others, Mobileye will give written notice (a “Company Piggyback Registration StatementNotice”) to be used may be used for any registration all Holders of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than at least ten (10) business days Business Days prior to either the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its intent to file such registration statement and the proposed date of filing of such Registration Statement registration statement, the Holders’ right to request the registration of the Registrable Securities held by the Holders, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of the Holders made within seven (7) Business Days after any such Company Piggyback Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder, Mobileye will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Mobileye has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, with respect to a Piggyback Shelf Takedown, in the filing case of a prospectus registration which is intended to effect a primary offering for cash for the account of Mobileye, in accordance with Mobileye’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the registration statement filed by Mobileye or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by Mobileye, if required by the rules, regulations or instructions applicable Piggyback Shelf Registration Statement) to the holders of Registrable registration form used by Mobileye for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to effect register any Other Securities and prior to the Effective Date of the registration statement filed in connection with such a registration, Mobileye shall determine for any reason not to register or to delay such registration of the Other Securities, Mobileye shall give written notice of such determination to each Holder of Registrable Securities and, subject thereupon, (i) in the case of a determination not to Section 3(bregister, Mobileye shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from Mobileye’s obligations with respect to any subsequent registration) and Section 3(c)(ii) in the case of a determination to delay such registration, Mobileye shall include be permitted to delay registration of any Registrable Securities requested to be included in such registration all Registrable Securities with respect to which statement for the Company has received written requests for inclusion from same period as the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each delay in registering such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Other Securities.

Piggyback Registration. (a) Whenever If at any time after the first date upon which ---------------------- Units held by the Holders may be redeemed and until the date on which there are no Registrable Shares remaining the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form or in connection with an exchange offer, or (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any dividend or distribution reinvestment or similar plansuccessor form), whether or not for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt to the Holders of Units and Registrable Shares written notice (in any event no later than of such proposed filing at least ten (10) business days prior before filing. The notice referred to either in the filing preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement or, with respect Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to a Piggyback Shelf Takedownthe provisions of Section 2 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration all Registrable Securities with respect Shares requested to be included in the registration for which the Company has received written requests for inclusion from the holders of Registrable Securities an Authorizing Certificate within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2such Piggyback Registration. If any a Piggyback Registration Statement pursuant to which holders is an underwritten registration on behalf of Registrable Securities have registered the offer Company and sale the managing underwriter advises the Company that the total number of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering shares of Common Stock requested to be made on a delayed or continuous basis pursuant included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to Rule 415 under sell and (ii) second, up to the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, full number of applicable Registrable Shares requested to be notified included in such registration which, in the opinion of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).managing underwriter, can be sold without adversely affecting the price range

Piggyback Registration. (a) Whenever If the Company proposes to offer or sell file a Registration Statement in connection with a public offering of any shares of its Equity Securities pursuant to a registered offering under the Securities Act securities (other than a registration (i) pursuant to a Registration Statement on Form S-8 (S-4 or other registration solely relating to an offering Form S-8, or sale to employees any comparable successor form or directors of form substituting therefor), then the Company pursuant to any employee share plan or other employee benefit arrangement)shall include, (ii) pursuant to on a Registration Statement on Form X-0one time basis, X-0 (or similar form that relates to a transaction subject to Rule 145 for resale under the Act the Registrable Securities Act or any successor rule thereto(a ”Piggyback Registration Statement”), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account . The Company shall give written notice of one or more shareholders of the Company and the form of Registration Statement a proposed offering (a “Piggyback Registration StatementNotice”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities Holders of its intention to effect such a registration and, subject at least twenty (20) days prior to Section 3(b) and Section 3(c), the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Holders the opportunity to include in such registration Piggyback Registration Statement such amount of Registrable Securities as they may request (“Piggyback Registration”). The Company will, include in such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written requests request for inclusion from therein within fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders of the Registrable Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. A registration shall not be deemed to be a Piggyback Registration for purposes of this Section (i) unless such Registration Statement with respect thereto has become effective, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Securities within five participating in such registration and has not thereafter become effective, or (5iii) business days after if the Company’s notice has been given conditions to each closing specified in the underwriting agreement, if any, entered into in connection with such holder. A Piggyback Registration shall registration are not be considered satisfied or waived, other than by reason of a Demand Registration for purposes failure on the part of Section 2. If any Piggyback Registration Statement pursuant to which holders of the Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), Holders thereof participating in such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registration.

Piggyback Registration. (a) Whenever If the Company proposes shall determine to offer or sell any shares of its Equity Securities pursuant to a registered offering under prepare and file with the Securities Act (other than SEC a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely ‎‎statement relating to an offering for its own account or sale the account of others under the ‎‎Securities Act of any of its equity securities (a “Primary Offering”), other than (i) on Form S-4 or ‎Form S-8 (each as ‎promulgated under the Securities Act) or their then equivalents relating to employees ‎equity securities to ‎be issued solely in connection with any acquisition of any entity or directors of business ‎or equity securities ‎issuable in connection with the Company pursuant to any employee share plan stock option or other employee benefit arrangement), ‎plans or (ii) pursuant to a that certain Registration Statement on Form X-0Rights and Lock-up Agreement, X-0 (or similar form that relates to a transaction subject to Rule 145 under dated December 3, 2021, by and among the Securities Act or any successor rule registrant, Foresight Sponsor Group, LLC, FA Co-Investment LLC and the P3 Sellers party thereto), or (iii) and each of the Subscription Agreements, dated as of May 25, 2021, entered into with certain investors in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), business combination transaction,‎ the Company shall give prompt written notice of the proposed filing of a registration statement (in the “Primary Offering Registration Statement”) for any event Primary Offering, which notice shall be given, to the extent reasonably practicable, no later than ten (10) business days Business Days prior to either the filing of such Registration Statement or, with respect to a date (the “Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementNotice”) to the holders Sellers. The Piggyback Notice shall offer such Sellers the opportunity to include (or cause to be included) in such Primary Offering the number of shares of Registrable Securities of its intention to effect as each such Seller may request (each, a registration and, subject “Piggyback Transaction”). Subject to Section 3(b) and Section 3(c1.9(b), the Company shall use commercially reasonable efforts to include in such registration each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five (5) business Business Days after the date of the Piggyback Notice but in any event not later than two (2) Business Day prior to the filing date of a Primary Offering Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such Primary Offering Registration Statement beyond the earlier of (x) 180 days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes effective date thereof and (y) consummation of Section 2. If any Piggyback Registration Statement pursuant to which holders the distribution by the Sellers of the Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf included in such Primary Offering Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Ordinary Shares under the Securities Act (other than the IPO and a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten thirty (1030) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) business days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 F-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever Other than in connection with an IPO, if at any time the Company, including if the Company proposes to offer or sell any shares qualifies as a well-known seasoned issuer (within the meaning of its Equity Securities pursuant to a registered offering Rule 405 under the Securities Act Act) (other than a registration “WKSI”), proposes to file (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating prospectus supplement to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), effective shelf registration statement (ii) pursuant to a “Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoStatement”), or (iiiii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andstatement, subject to Section 3(b) and Section 3(c), shall include in such other than a shelf registration all Registrable Securities with respect to which the Company has received written requests statement for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis offering pursuant to Rule 415 under the Securities Act Act, in either case, for the sale of Common Shares for its own account, or for the benefit of the holders of any successor rule thereto (of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “Piggyback Shelf Registration Statementbought deal,” “block trade” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fourteen (14) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such holder(sPiggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such Registration Statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing. For the avoidance of doubt, a Holder may participate in a Piggy-Back Underwritten Offering pursuant to this Section 2.2(a) only if the Summa Investor(s) will participate in the same offering. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section ‎2.2(a) by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made. For the avoidance of doubt, in the event that the Summa Investor(s) withdraw from a Piggy-Back Underwritten Offering pursuant to this Section 2.2(a), all the other participating Holders shall be deemed to have been withdrawn from such offering. The notice required to be provided in this Section ‎2.2(a) to Holders shall be provided on a Business Day. Each such Holder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “block trade”, “bought deal”, “accelerated bookbuild, or ABB”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any Registration Statement described in this Section ‎2.2(a) of any of the Holders’ Registrable Securities requested to be included on the terms set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggy-Back Underwritten Offering. A Holder who is, or who is controlled by any person who is, an employee of the Company or its Subsidiaries may participate in a Piggy-Back Underwritten Offering pursuant to this Section 2.2(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Piggy-Back Underwritten Offering and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Piggy-Back Underwritten Offering does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall have the rightfull and absolute discretion to determine the extent by which any cutbacks are required and which Holders will be affected), but not unless otherwise agreed by the obligation, Summa Investor(s). There is no limitation on the number of such piggyback registrations that the Company may be required to be notified effect. No registration of and Registrable Securities effected under this Section ‎2.2(a) shall relieve the Company of its obligations to participate in any offering effect registrations under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Section ‎2.1 hereof.

Piggyback Registration. (a) Whenever Until the earlier of (i) the date as of which the Purchaser may sell all of the Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser (the “Registration Period”), whenever the Company proposes to offer or sell register any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0S-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), form thereto or (iii) in connection with any dividend or distribution reinvestment or similar plananother form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business 10 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the Purchaser and the other holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b6(b) and Section 3(c6(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business 5 days after the Company’s 's notice has been given to each such holderholder . A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not at any time in its sole discretion and/or reduce the amount of shares to be considered included in such registration as a Demand Registration for purposes result of Section 2. If any Piggyback Registration Statement rules, regulations, positions or releases issued or actions taken by the SEC pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant its authority with respect to Rule 415 415, promulgated by the SEC under the Securities Act or any successor rule thereto (a Act. For purposes of this Section 6, the term “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If the Company Partnership at any time proposes to offer or sell for any shares of its Equity Securities reason other than a filing made pursuant to Section 4(a) or a registered offering request made pursuant to Section 4(b) to (i) register Common Units under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-4 or Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule forms thereto), ) or (iiiii) consummate an Underwritten Offering, in connection with any dividend or distribution reinvestment or similar plan)either case, whether for its own account or for the account of one or more shareholders other Unitholders of the Company Partnership, it shall promptly give notice of such proposed action to Xxxxxxxx HoldCo on behalf of the Holders as soon as reasonably practicable (but in the case of filing a Registration Statement, no later than twenty (20) days before the anticipated filing date), which notice shall (A) describe the amount and type of securities to be included, the intended method(s) of distribution and the form name of Registration Statement the proposed managing underwriter or underwriters, if any, and (a “Piggyback Registration Statement”B) offer to be used may be used all of the Holders the opportunity to register or offer for any registration sale such number of Registrable Securities as such Holders may request in writing within (a) five (5) Business Days in the case of filing a Registration Statement and (b) two (2) Business Days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) Business Day), in each case after receipt of such written notice (such Registration, a “Piggyback Registration”). The Partnership shall use its commercially reasonable efforts to cause all such Registrable Securities for which such a request is timely received by the Partnership to be included in such Piggyback Registration on the same terms and conditions as the Common Units otherwise being sold in such Piggyback Registration, and in any event, the Company Partnership shall give prompt include the Registrable Securities on the same terms and conditions as the Common Units otherwise being sold in such Piggyback Registration. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notice notification to the Partnership and the underwriter or underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or the pricing of the Underwritten Offering with respect to such Piggyback Registration. The Partnership (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any event no later than ten (10) business days time prior to either the filing effectiveness of such Registration Statement or, or abandon an Underwritten Offering in connection with respect to a Piggyback Shelf TakedownRegistration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the filing Partnership shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration. For purposes of a prospectus supplement clarity, any Registration or Underwritten Offering effected pursuant to the applicable Piggyback Shelf Registration Statementthis Section 4(f) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement counted as an Underwritten Offering pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Underwritten Demand effected under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Section 4(b).

Piggyback Registration. (a) Whenever Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if following the Restricted Period the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering, whether or not for sale for its own account, of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed to effectuate an exchange offer or similar form any employee benefit or dividend reinvestment plan), in a manner that relates would permit registration of the Registrable Securities for sale for cash to a transaction subject to Rule 145 the public under the Securities Act or any successor rule thereto)Act, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, to the extent reasonably practicable, no later than ten five (105) business days Business Days prior to either the filing of such Registration Statement or, with respect to a date (the “Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementNotice”) to the holders Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities (but only Registrable Securities that are issued shares of its intention to effect Common Stock) as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 3(b) and Section 3(c1.7(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from therein (each, a “Piggyback Request”) promptly following delivery of the holders Piggyback Notice (but in any event no later than three (3) Business Day prior to the filing of Registrable Securities within five the Piggyback Registration Statement). The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (5x) business 120 days after the Company’s notice has been given to each effective date thereof and (y) consummation of the distribution by the Holders of all the Registrable Securities included in such holderregistration statement. A Piggyback Registration shall not be considered The Company may withdraw a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders, in which holders case the Company shall be relieved of its obligation to register the Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering with respect to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “such withdrawn Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company’s equity securities, other than the Mandatory Shelf Registration Statement, or a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company will notify each Holder of the proposed filing if clause (i) or (ii) of the following sentence applies, or only those affected Holders if clause (iii) of the following sentence applies. If (i) the Piggyback Registration Statement relates to an Underwritten Offering, (ii) the Mandatory Shelf Registration Statement is not then effective or (iii) Registrable Shares eligible for inclusion on the Mandatory Shelf Registration Statement when initially declared effective were not included in the Mandatory Shelf Registration Statement (unless such shares can and will be added to the Mandatory Registration Statement at such time), then each Holder in the case of clause (i) and (ii), and each such affected Holder in the case of clause (iii), shall give prompt written notice (be given an opportunity to include in such Piggyback Registration Statement all or any part of such Holder’s Registrable Shares. Each such Holder desiring to include in any event no later than such Piggyback Registration Statement all or part of such Holder’s Registrable Shares shall, within ten (10) business days prior to either after delivery of the filing above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders number of Registrable Securities of its intention Shares such Holder wishes to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Registrable Shares and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Registrable Shares. Any election by any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, Holder to be notified of and to participate include any Registrable Shares in any offering under such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement (a “until such Registrable Shares have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company may remove from the Mandatory Shelf Takedown”)Registration Statement the Registrable Shares sold pursuant to the Piggyback Registration Statement.

Piggyback Registration. (a) 3.1 Whenever the Company proposes to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (ia) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (iib) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) filed in connection with an “at-the-market” offering, (d) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to the Company’s existing shareholders, (e) for an offering of debt that is convertible into or exchangeable for Equity Securities of the Company, (f) for a rights offering (including any rights offering with a backstop or standby commitment) or (iiig) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company (other than an offering pursuant to Section 2 hereunder) and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) 3.2 and Section 3(c)3.3, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days (or one (1) business day in the case of a Block Trade) after the Company’s notice has been given to each such holder. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that, other than the notices required ten (10) business days prior to the Registration Statement or prospectus supplement, as applicable, by the immediately preceding sentence, the Company shall not be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Long-Form Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever Other than in connection with an IPO, if at any time the Company, including if the Company proposes to offer or sell any shares qualifies as a well-known seasoned issuer (within the meaning of its Equity Securities pursuant to a registered offering Rule 405 under the Securities Act Act) (other than a registration “WKSI”), proposes to file (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating prospectus supplement to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), effective shelf registration statement (ii) pursuant to a “Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoStatement”), or (iiiii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andstatement, subject to Section 3(b) and Section 3(c), shall include in such other than a shelf registration all Registrable Securities with respect to which the Company has received written requests statement for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis offering pursuant to Rule 415 under the Securities Act Act, in either case, for the sale of shares of Common Stock for its own account, or for the benefit of the holders of any successor rule thereto (of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “Piggyback Shelf Registration Statementbought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen (15) days prior to the filing of (x) any preliminary prospectus supplement relating to such holder(sPiggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such Registration Statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing. Prior to the commencement of any “road show,” any Holder shall have the rightright to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2(a) by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, but not after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the obligation, Piggy-Back Underwritten Offering as to which such withdrawal was made. The notice required to be notified provided in this Section 2.2(a) to Holders shall be provided on a Business Day. Each such Holder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of and Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any Registration Statement described in this Section 2.2(a) of any of the Holders’ Registrable Securities requested to be included on the terms set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in any offering such Piggy-Back Underwritten Offering. There is no limitation on the number of such piggyback registrations that the Company may be required to effect. No registration of Registrable Securities effected under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)this Section 2.2(a) shall relieve the Company of its obligations to effect registrations under Section 2.1 hereof.

Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to offer an offering of Common Stock or sell other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, any shares of its Equity Securities registration statement filed in response to SC 2018 Trust’s demand for a Underwritten Offering pursuant to a registered offering under Section 3 of the Securities Act SC 2018 Trust Registration Rights Agreement (“SC 2018 Trust Demand Registration”) and whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, Xxxx X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), forms or (iiiii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the anticipated filing or launch date (except in the case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date) (the “Piggyback Notice”). The Piggyback Notice and the form contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives in their capacity as such. The Piggyback Registration Statement”) Notice shall offer each Investor the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein within five (5) business days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration Statement), which request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form X-0, X-0 or at any time at least two (2) Business Days prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.

Piggyback Registration. (a) Whenever (i) On or after the date of the First Tranche Closing as provided in Section 1.3 of the Investment Agreement, other than in connection with a request for registration pursuant to Section 2.01 or 2.03 of this Agreement, subject to the lapse or termination of restrictions on transfer in Section 6.5(a) of the Investment Agreement, if at any time the Company, including if the Company proposes to offer or sell any shares qualifies as a well-known seasoned issuer (within the meaning of its Equity Securities pursuant to a registered offering Rule 405 under the Securities Act Act) (other than a “WKSI”), proposes to file (a) a prospectus supplement to an effective registration (i) pursuant to a Registration Statement statement on Form S-8 S-3 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a “Shelf Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretoStatement”), or (iiib) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of a registration statement other than a Shelf Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis offering pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback 415 Non-Shelf Registration Statement”), such holder(s) shall have in either case, for the rightsale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggyback Registration”), then as soon as practicable but not less than twenty (20) Business Days prior to the obligation, filing of (I) any preliminary prospectus supplement relating to be notified of and to participate in any offering under such Piggyback Registration pursuant to Rule 424(b) under the Securities Act, (II) any prospectus supplement relating to such Piggyback Registration pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (III) such 415 Non-Shelf Registration Statement Statement, as the case may be, the Company shall give notice of such proposed Piggyback Registration to the Holders and such notice (a “Piggyback Shelf TakedownNotice”)) shall offer the Holders the opportunity to include in such Piggyback Registration such number of Registrable Shares as each such Holder may request in writing. Each such Holder shall then have fifteen (15) Business Days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Registration, except that such Holders shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Shares in the Piggyback Registration in the case of a “bought deal,” “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, provided, that, the Registrable Shares may be transferred in accordance with the restrictions set forth in Section 6.5(a) of the Investment Agreement, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Shares requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Shares in the Piggyback Registration as to which such withdrawal was made. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company’s equity securities, other than the Mandatory Shelf Registration Statement or a registration (i) pursuant to a Registration Statement statement on Form S-8 (or other registration solely relating to an offering Form S-4 or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to a transaction subject such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to Rule 145 under be incorporated by reference, if any, in such registration statement, the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice will notify each Holder of the proposed filing if clause (in any event no later than ten i) or (10ii) business days prior to either of the filing following sentence applies, or only those affected Holders if clause (iii) of such the following sentence applies. If (i) the Piggyback Registration Statement orrelates to an IPO Registration Statement, with respect to a Piggyback (ii) the Mandatory Shelf Takedown, Registration Statement is not then effective or (iii) Registrable Shares eligible for inclusion on the filing of a prospectus supplement Mandatory Shelf Registration Statement when initially declared effective were not included in the Mandatory Shelf Registration Statement (unless such shares have been or can be added to the applicable Piggyback Shelf Mandatory Registration Statement) to Statement at such time), then each Holder in the holders case of Registrable Securities of its intention to effect such a registration and, subject to Section 3(bclause (i) and Section 3(c(ii), and each such affected Holder in the case of clause (iii), shall be given an opportunity to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement all or any part of such Holder’s Registrable Shares. Each such Holder desiring to include in any such Piggyback Registration Statement all or part of such Holder’s Registrable Shares shall, within 10 days after receipt of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Registrable Shares and the intended method of disposition of such securities as is required pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Regulation S-K promulgated under the Securities Act or to effect the registration of the Registrable Shares. Any Holder’s election to include any successor rule thereto (a “Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement at which time the Company may remove such shares from the Mandatory Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If at any time during the Term of this Agreement, the Company proposes to offer or sell register for sale any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Common Stock, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of others (other than the Company and Holders), under the Securities Act on any form of Registration Statement for registration thereunder (a the “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be used may owned by such consultants could be used for registered on Form S-8) or any of their Family Members (including a registration of Registrable on Form S-8) or (ii) a registration relating solely to a Securities (Act Rule 145 transaction or a “Piggyback Registration”)registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall give prompt written notice promptly (and in any no event no later less than ten twenty (1020) business calendar days prior to either the filing of such Registration Statement or, with respect Statement) give written notice thereof to the Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Shelf TakedownRegistration in the subject Registration Statement, the filing of a prospectus supplement such Holder shall provide written notice to the applicable Piggyback Shelf Registration Statement) to Company specifying the holders number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of its intention to effect such a registration andthe date of the Company Notice (the “Inclusion Period”). Provided that, subject to Section 3(b) and Section 3(c)during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration, the Company shall include in such registration as a Piggyback Registration all of the Registrable Securities with respect specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby. There is no limitation on the number of piggyback registrations pursuant to the preceding sentence which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given is obligated to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)effect.

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”") to be used may be used for any registration of Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than ten (10) business than10 days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business 5 days after the Company’s 's notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “"Piggyback Shelf Registration Statement”"), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “"Piggyback Shelf Takedown”").

Piggyback Registration. (a) Whenever If, at any time, the Company proposes to file a registration statement in connection with a Public Offering (other than (A) a registration statement on Form S-4 or S-8, or any similar form which is a successor to said Forms, or (B) a registration statement filed in connection with an exchange offer or sell an offering of securities solely to the Company's existing stockholders) that may be used for the registration of any shares of its Equity the Registrable Securities (a "Piggyback Registration Statement"), then the Company shall give written notice of such proposed filing at least 30 days before the anticipated filing date of such Piggyback Registration Statement to all Holders, offering such Holders the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request. Each Holder desiring to have Registrable Securities registered pursuant to this Section 6(c) shall advise the Company in writing within 20 days after the date of receipt of the Company's notice (which request shall set forth the amount of Registrable Securities for which registration is requested). Subject to Section 6(e), the Company shall include in any such Piggyback Registration Statement all Registrable Securities so requested to be included. No registration effected pursuant to a registered offering request or requests referred to in this Section 6(c) shall be deemed to have been effected pursuant to Section 6(b). If the Company shall previously have received a request for registration pursuant to Section 6(b) or pursuant to this Section 6(c), and if such previous registrations shall not have been withdrawn or abandoned, the Company will not effect any registration of any Company Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (S-4 or other registration solely relating Form S-8, or any similar form which is a successor to an offering or sale to employees or directors any of said Forms) until a period of three months shall have elapsed from the effective date of such previous registration, and the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) will so provide in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, rights agreements hereafter entered into with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities any of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the securities. The Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the rightright to discontinue, without liability to any Holder, any registration under this Section 6(c) at any time prior to the effective date of such registration if the registration of other securities giving rise to such registration under this Section 6(c) is discontinued; but not the obligation, no such discontinuation shall preclude an immediate or subsequent request for registration pursuant to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Section 6(b).

Piggyback Registration. (a) Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days 10 Business Days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days 10 Business Days after the Company’s notice has been given to each such holder; provided, that the Company covenants not to provide such notice to any Preferred Investor if such Preferred Investor notifies the Company in writing that it has elected not to receive any notices of any Piggyback Registrations, which election may be revoked at any time by such Preferred Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If, at any following the date hereof, the Company proposes to offer prepare and file one or sell more registration statements or amendments, including post-effective amendments, or supplements thereto covering any shares of the Company's equity or debt securities held by the Company or any of its Equity shareholders, in such case other than pursuant to Form S-4 or Form S-8 or successor form (collectively, a " Piggyback Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to each Person (defined hereafter) who beneficially holds Registrable Securities and each of the successors, assigns and transferees of each of such Persons (individually, a "Holder" and collectively, "Holders"). "Person" as used herein shall mean any individual, sole proprietorships, partnership, corporation, association, joint venture, trust, unincorporated entity or other entity, or the government of any country or sovereign state, or of any state, province, municipality or other political subdivision thereof. Upon the written request of a Holder or Holders, made within twenty (20) business days after receipt of the Notice, that the Company include all or a portion of the Registrable Securities held by such Holders ("Piggyback Securities") in the proposed Piggyback Registration Statement (each such Holder, a "Requesting Holder"), the Company shall use its best efforts to cause such Registration Statement to be declared effective under the Act, by the SEC so as to permit the public sale by the Requesting Holders of their Piggyback Securities pursuant thereto, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders. However, if, in the written opinion of the Company's managing underwriter, if any, for the offering evidenced by such Piggyback Registration Statement, the inclusion of all or a registered offering under portion of the Securities Act (other than a registration Piggyback Securities, when added to the securities being registered, will exceed the maximum amount of the Company's securities which can be marketed either (i) pursuant at a price reasonably related to a Registration Statement on Form S-8 (their then-current market value or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Piggyback Securities. If securities are proposed to be offered for sale pursuant to a such Piggyback Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders by other security holders of the Company and the form total number of securities to be offered by the Requesting Holders and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Piggyback Securities to be offered by Requesting Holders pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter believes may be included for all the selling security holders (a “including the Requesting Holders) as the original number of Piggyback Registration Statement”) Securities proposed to be used may sold by the Requesting Holders bears to the total original number of securities proposed to be used for any registration offered by the Requesting Holders and the other selling security holders. Notwithstanding the provisions of Registrable Securities (a “Piggyback Registration”)this Section 2, the Company shall give prompt have the right at any time after it shall have given written notice pursuant to this Section 2 (in irrespective of whether any event no later than ten (10) business days prior to either the filing written request for inclusion of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementSecurities shall have already been made) to the holders of Registrable Securities of its intention elect not to effect file any such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any proposed Piggyback Registration Statement pursuant or to which holders of Registrable Securities have registered withdraw the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or same after its filing but prior to the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)effective date thereof.

Piggyback Registration. (a) Whenever If, after the date hereof, the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act (providing for a public offering of the Company's equity securities, other than the Mandatory Shelf Registration Statement or a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Piggyback Registration Statement"), the Company will notify each Holder of the proposed filing if clause (i) pursuant to a or (ii) of the following sentence applies, or only those affected Holders if clause (iii) of the following sentence applies. If (i) the Piggyback Registration Statement on Form S-8 (or other registration solely relating relates to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement)Underwritten Offering, including an initial public offering, (ii) the Mandatory Shelf Registration Statement is not then effective or (iii) Registrable Shares eligible for inclusion on the Mandatory Shelf Registration Statement when initially declared effective were not included in the Mandatory Shelf Registration Statement (unless such shares can and will be added to the Mandatory Registration Statement at such time), then each Holder in the case of clauses (i) and (ii) and each such affected Holder in the case of clause (iii), shall be given an opportunity to include in such Piggyback Registration Statement all or any part of such Holder's Registrable Shares. Each such Holder desiring to include in any such Piggyback Registration Statement all or part of such Holder's Registrable Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Registrable Shares and the intended method of disposition of such securities as is required pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 Regulation S-K promulgated under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for to effect the account of one or more shareholders registration of the Company and the form of Registrable Shares. Any Holder's election to include any Registrable Shares in such Piggyback Registration Statement (a “will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), at which time the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion may remove from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Mandatory Shelf Registration Statement (a “Piggyback Shelf Takedown”)such Registrable Shares.

Piggyback Registration. (a) Whenever Subject to receipt by the Company of the Audited Financial Statements, if at any time during the three (3) year period after the date of this Agreement, the Company proposes to offer prepare and file with the Securities and Exchange Commission a registration statement covering equity or sell debt securities of the Company, or any shares such securities of the Company held by its Equity Securities stockholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of this Section 2, collectively, a "Piggyback Registration Statement") and the Holders are required pursuant to the terms of Section 4.2 of the Purchase Agreement to pay for the costs of such Piggyback Registration Statement, the Company will give written notice of its intention to do so by registered offering or certified mail to Holders. If the Company elects to file a Piggyback Registration Statement prior to the first anniversary of the date hereof, those Shares registered on behalf of the Holders shall remain subject to the Lock-Up Agreement dated the date hereof between the parties. Upon the written request of Holders, made within 5 days after receipt of such notice, that the Company include the Registrable Securities in the Piggyback Registration Statement, the Company shall, as to Holders, use its reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register (other than "Piggyback Registration"), at the Holder's sole cost and expense and at no cost or expense to the Company; PROVIDED, HOWEVER, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a registration portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling stockholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) pursuant at a price reasonably related to a Registration Statement on Form S-8 (their then current market value, or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to without otherwise having a Registration Statement material adverse effect on Form X-0the entire offering, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of then the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andmay, subject to Section 3(b) and Section 3(c)the allocation priority set forth in the next paragraph, shall include in exclude from such registration offering all or a portion of the Registrable Securities with respect which it has been requested to which register. Without limiting the Company has received written requests for generality of the foregoing, such underwriter or managing underwriter may condition its consent to the inclusion from of all or a portion of the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering requested to be made registered upon the participation by Holders in the underwritten public offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of terms and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)conditions thereof.

Piggyback Registration. (a) Whenever a)Whenever the Company proposes to register the offer or sell and sale of any shares of its Equity Securities pursuant to a registered offering Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten twenty (1020) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) business days after the Company’s 's notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. (a) Whenever If, after the Company two-year anniversary of the Closing, Wabtec proposes or is required to offer or sell any shares of its Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to file a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)other securities Laws with respect to an offering of any Common Shares, whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or any similar form under non-U.S. Laws or (iiiii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for then Wabtec will give prompt written notice of such proposed filing at least 10 Business Days before the account of one or more shareholders of anticipated filing date (the Company and the form of Registration Statement (a “Piggyback Registration StatementNotice”) to the Shareholders. Such Piggyback Notice must specify the number of shares of Common Shares proposed to be used may be used for any registration registered, the proposed date of filing of such Registration Statement with the SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by Wabtec of the proposed minimum offering price of such shares of Common Shares. The Piggyback Notice will offer each of the Shareholders the opportunity to include in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c3.2(b), shall . Wabtec will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company Wabtec has received written requests for inclusion therein from the holders Shareholders (without need for Shareholder Action), subject to Section 3.2(b). The Shareholders will be permitted to withdraw all or part of the Registrable Securities within five (5) business from a Piggyback Registration at any time at least three Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. Wabtec will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the Company’s notice has been given to each effective date thereof or such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback shorter period in which all Registrable Securities included in such Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)actually been sold.

Piggyback Registration. (a) Whenever If the Company proposes shall determine to offer prepare and file with the SEC a registration statement relating to an offering for its own account or sell any shares the account of its Equity Securities pursuant to a registered offering others under the Securities Act of any of its equity securities (a “Primary Offering”), other than a registration (i) pursuant to a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or other registration solely their then equivalents relating to an offering equity securities to be issued solely in connection with any acquisition of any entity or sale to employees business or directors of equity securities issuable in connection with the Company pursuant to any employee share plan stock option or other employee benefit arrangement), plans or (ii) pursuant to a that certain Registration Statement on Form X-0Rights and Lock- up Agreement, X-0 (or similar form that relates to a transaction subject to Rule 145 under dated December 3, 2021, by and among the Securities Act or any successor rule registrant, Foresight Sponsor Group, LLC, FA Co-Investment LLC and the P3 Sellers party thereto), or (iii) and each of the Subscription Agreements, dated as of May 25, 2021, entered into with certain investors in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)business combination transaction, the Company shall give prompt written notice of the proposed filing of a registration statement (in the “Primary Offering Registration Statement”) for any event Primary Offering, which notice shall be given, to the extent reasonably practicable, no later than ten (10) business days Business Days prior to either the filing of such Registration Statement or, with respect to a date (the “Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration StatementNotice”) to the holders Sellers. The Piggyback Notice shall offer such Sellers the opportunity to include (or cause to be included) in such Primary Offering the number of shares of Registrable Securities of its intention to effect as each such Seller may request (each, a registration and, subject “Piggyback Transaction”). Subject to Section 3(b) and Section 3(c1.9(b), the Company shall use commercially reasonable efforts to include in such registration each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five (5) business Business Days after the date of the Piggyback Notice but in any event not later than two (2) Business Day prior to the filing date of a Primary Offering Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such Primary Offering Registration Statement beyond the earlier of (x) 180 days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes effective date thereof and (y) consummation of Section 2. If any Piggyback Registration Statement pursuant to which holders the distribution by the Sellers of the Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf included in such Primary Offering Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration. If at any time after the date hereof the Holder holds Registrable Shares and the Company is not then obligated to file a Demand Registration Statement because of a request made pursuant to Subsection 1 (a) Whenever b)(i), the Company proposes to offer or sell any shares of its Equity Securities pursuant to file a registered offering registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee share plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act S-4 or any successor rule thereto)form or in connection with an exchange offer, or (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any dividend or distribution reinvestment or similar plan), whether successor form) for its own account or for the account of one or more shareholders of the Company and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than of such proposed filing at least ten (10) business days prior before filing to either the filing Holder. The notice referred to in the preceding sentence shall offer the Holder the opportunity to register such amount of such Registration Statement or, with respect Registrable Shares as the Holder may request (a "Piggyback Registration"). Subject to a Piggyback Shelf Takedownthe provisions of this Subsection 1(b)(ii) and of Section 2 below, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration Statement all Registrable Securities with respect to Shares for which the Company has received written requests request for inclusion from the holders of Registrable Securities therein within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holder. A The Holder of Registrable Shares shall be permitted to withdraw all or pan of the Registrable Shares from a Piggyback Registration shall not be considered a Demand at any time prior to the effective date of such Piggyback Registration for purposes of Section 2Statement. If any a Piggyback Registration Statement is for an underwritten offering on behalf of the Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include shares in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration and, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering. which shall be allocated among the Holder and all other stockholders requesting registration on a pro rata basis based on the number of shares requested to be included in such offering by the Holder and all other stockholders having comparable "piggyback" or incidental registration rights. No Registrable Securities or other shares of Common Stock requested to be included in a registration pursuant to which holders of Registrable Securities have registered demand registration rights shall be excluded from the offer and sale of Registrable Securities is a Registration Statement on Form X-0, X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), underwriting unless all securities other than such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)securities are first excluded.