Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) If, at any time, the Issuer proposes or is required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at Without limiting any time, obligation of the Issuer proposes Company hereunder or is required to register any Registrable Securities under the Securities Act (other than pursuant Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to (i) registrations on such form prepare and file with the SEC a registration statement or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations offering statement relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not offering for its own account or the account of others under the 1933 Act of any of its equity securities (except other than on Form S-4 or Form S-8 (each as otherwise provided hereinpromulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (a “Piggyback Registration”), then the Issuer Company shall give prompt written notice of their intention to do so deliver to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give Investor a written notice of such determination to each Holder and, if within fifteen (15) days after the date of record the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities and such Investor requests to be registered; provided, however, (i) in the case Company may postpone or withdraw the filing or the effectiveness of a determination registration statement filed pursuant to this Section 2(g) at any time in its sole discretion and (ii) the Company shall not to register, shall be relieved of their obligation required to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by giving written notice to Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the Issuer subject of its request to withdrawa then-effective Registration Statement. Such request must be made in writing prior to the earlier If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the execution Company and the managing underwriter advises the Company and the holders of the underwriting agreement or the execution Registrable Securities (if any holders of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer Registrable Securities have any right elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such withdrawal was madeoffering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. (a) If, at any timeother than pursuant to Section 2.1, the Issuer Company proposes or is required to register any Registrable Securities file a registration statement under the Securities Act (with respect to an offering of Common Shares, whether or not for sale for its own account other than pursuant to a registration (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (xii) if on any other registration form which may not be used for the equity securities so registered registration or qualification for distribution of Registrable Securities, (iii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) a registration relating solely to a Rule 145 transaction under the Act, or (v) of any at-the-market offerings in the aggregate not to exceed US$20,000,000, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to be registered the Holders of Registrable Securities. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to include in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, the number of Registrable Securities as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) they may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Issuer Company shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice of their intention has been given to do so to each Holder of record the Holders of Registrable Securities. Upon , to permit the written request distribution of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method methods of distribution thereof set forth in such registration statement. Such Holders 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 be so registeredthe effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of such Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No registration of Registrable Securities effected under this Section 2.2(a) Piggyback Registration shall relieve the Issuer of its obligations to effect Demand Registrations count towards registrations required under Section 2.1. (b) If, at If any time after giving written notice of the Issuer’s intention securities to register any equity securities and prior be registered pursuant to the effective date registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the registration statement filed Registrable Securities to be so included together with all Other Securities, then there shall be included in connection with such registration, firm commitment underwritten offering the Issuer shall determine for any reason not to register number or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) in first, all Other Securities being sold by the case of Company for its own account or by any Person (other than a determination not Holder) exercising a contractual right to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned demand registration, without prejudice, however, to the rights of Holders under Section 2.1 and ; (ii) in the case of a determination to delay such registration of their equity securitiessecond, shall be permitted to delay the registration of such all Registrable Securities for requested to be included by the same period Holders, pro rata (if applicable) as nearly as practicable, based on the delay in registering number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any other equity securitiesholders of Other Securities requesting such registration, pro rata as nearly as practicable, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) Any Holder In the case of an offering initiated by the Company as a primary offering on behalf of the Company, nothing contained herein shall have prohibit the right Company from determining, at any time, not to file a registration statement or, if filed, to withdraw its request for inclusion of its Registrable Securities in any such registration statement pursuant to this Section 2.2 by giving written notice to or terminate or abandon the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeoffering related thereto.

Piggyback Registrations. (a) If, at any time, time or from time to time the Issuer Company proposes or is required to register or commence an offering of any Registrable Securities under the Securities Act of its securities for its own account or otherwise (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings pursuant to Section 2.1), the Company will: (i) registrations on such form or similar forms solely for promptly give to each Piggyback Holder written notice thereof (in any event within five Business Days) prior to the filing of any registration of securities in connection with an employee benefit plan or dividend reinvestment planstatement under the Securities Act; and (ii) a Demand Registration under Section 2.1; or include in such registration and in any underwriting involved therein (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms theretoif any), (x) if all the equity securities so registered or proposed to be registered Registrable Securities specified in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holderor requests, made within 15 days following the receipt five Business Days after mailing or personal delivery of any such written notice (which request shall specify from the maximum number Company, by any of Registrable Securities intended to be disposed of by such Holder the Piggyback Holders, except as set forth in Sections 2.2(b) and the intended method of distribution thereof2.2(f), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register or sell to permit the sale or other disposition by the Piggyback Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registeredregistered or sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) IfIf the registration in this Section 2.2 involves an underwritten offering, the right of any Piggyback Holder to include its Registrable Securities in a registration or offering pursuant to this Section 2.2 shall be conditioned upon such Piggyback Holder’s participation in the underwriting and the inclusion of such Piggyback Holder’s Registrable Securities in the underwriting to the extent provided herein. All Piggyback Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company or the Initiating Holder(s) in the event of a registration or offering pursuant to Section 2.1. (c) The Company, subject to 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Company Shares or Company Shares held by the Company as treasury shares and (ii) any other Company Shares which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with or more favorable than the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. (d) Other than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s its intention to register or sell any equity securities and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale of such equity securities, the Issuer Company shall determine for any reason not to register or sell or to delay registration or sale of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Piggyback Holders of record of Registrable Securities and (i) in the case of a determination not to registerregister or sell, shall be relieved of their its obligation to register or sell any Registrable Securities in connection with such abandoned registrationregistration or sale, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration or sale of their its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securities. (ce) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Piggyback Holder, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Piggyback Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Piggyback Holder including filing a prospectus supplement naming the Piggyback Holders, partners, members and shareholders to the extent required by law. Any Piggyback 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 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Piggyback Holder of the underwriting agreement or the execution by such Piggyback Holder of the custody agreement with respect to such registration. Such withdrawal registration or as otherwise required by the underwriters. (f) Notwithstanding anything in this Agreement to the contrary, the rights of any Piggyback Holder set forth in this Agreement shall be irrevocable and, after making subject to any Lock-Up Agreement that such withdrawal, a Piggyback Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madehas entered into.

Piggyback Registrations. (a) If, at any time, Whenever the Issuer Company proposes or is required to register any Registrable Equity Securities under the Securities Act (other than pursuant to a registration (i) registrations pursuant to a Registration Statement on such form Form S-8 (or similar forms other registration solely for registration relating to an offering or sale to employees, officers or directors of securities in connection with an the Company pursuant to any employee stock plan or other employee benefit plan or dividend reinvestment plan; arrangement), (ii) pursuant to a Demand Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under Section 2.1; the Securities Act or any successor rule thereto) or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 any dividend or any successor forms theretodistribution reinvestment or similar plan), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account or for the account of one or more shareholders of the Company (except as otherwise provided hereinother than the Holders of Registrable Securities) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their intention to do so to each Holder of record Registrable Securities of Registrable Securities. Upon its intention to effect such a registration (but in no event less than 10 business days prior to the written request proposed date of filing of the applicable Registration Statement) and, subject to Sections 5(b) and 5(c), shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum Registration Statement that number of Registrable Securities intended requested to be disposed of sold in such offering by such Holder and for the intended method account of distribution thereofsuch Holder, provided that the Company has received a written request for inclusion therein from such Holder no later than five business days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form 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”), the IssuerHolders of Registrable Securities shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period limitations that are applicable to any other Piggyback Registration as the delay in registering such other equity securitiesset forth above. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company shall give written notice (xthe “Piggyback Notice”) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. (b) IfOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (iiy) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in registration or as otherwise required by the registration as to which such withdrawal was madeunderwriters.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-1, Form S-2 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any timetime after the Registration Rights Trigger Date, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-1, Form S-2 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 15 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be included in registered under the registration statement Securities Act (with the securities that which the Issuer Company at the time proposes to register register) to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1Registrations. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 Piggyback Request by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, time or from time to time the Issuer Company proposes or is required to register or commence an offering of any Registrable Securities under the Securities Act of its securities for its own account or otherwise (other than pursuant to registrations on Form F-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings pursuant to Section 2.1), the Company will: (i) registrations on such form or similar forms solely for promptly give to each Piggyback Holder written notice thereof (in any event within 5 Business Days) prior to the filing of any registration of securities in connection with an employee benefit plan or dividend reinvestment planstatement under the Securities Act; and (ii) a Demand Registration under Section 2.1; or include in such registration and in any underwriting involved therein (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms theretoif any), (x) if all the equity securities so registered or proposed to be registered Registrable Securities specified in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holderor requests, made within 15 days following the receipt 5 Business Days after mailing or personal delivery of any such written notice (which request shall specify from the maximum number Company, by any of Registrable Securities intended to be disposed of by such Holder the Piggyback Holders, except as set forth in Sections 2.2(b) and the intended method of distribution thereof2.2(f), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register or sell to permit the sale or other disposition by the Piggyback Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registeredregistered or sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) IfIf the registration in this Section 2.2 involves an underwritten offering, the right of any Piggyback Holder to include its Registrable Securities in a registration or offering pursuant to this Section 2.2 shall be conditioned upon such Piggyback Holder’s participation in the underwriting and the inclusion of such Piggyback Holder’s Registrable Securities in the underwriting to the extent provided herein. All Piggyback Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company or the Initiating Holder(s) in the event of a registration or offering pursuant to Section 2.1. (c) The Company, subject to 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Company Shares or Company Shares held by the Company as treasury shares and (ii) any other Company Shares which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with or more favorable than the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. (d) Other than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s its intention to register or sell any equity securities and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale of such equity securities, the Issuer Company shall determine for any reason not to register or sell or to delay registration or sale of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Piggyback Holders of record of Registrable Securities and (i) in the case of a determination not to registerregister or sell, shall be relieved of their its obligation to register or sell any Registrable Securities in connection with such abandoned registrationregistration or sale, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration or sale of their its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securities. (ce) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Piggyback Holder, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Piggyback Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Piggyback Holder including filing a prospectus supplement naming the Piggyback Holders, partners, members and shareholders to the extent required by law. Any Piggyback 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 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Piggyback Holder of the underwriting agreement or the execution by such Piggyback Holder of the custody agreement with respect to such registration. Such withdrawal registration or as otherwise required by the underwriters. (f) Notwithstanding anything in this Agreement to the contrary, the rights of any Piggyback Holder set forth in this Agreement shall be irrevocable and, after making subject to any Lock-Up Agreement that such withdrawal, a Piggyback Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madehas entered into.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.62.7, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations a registration on such form Form S-4 or Form S-8 or any successor or similar forms solely for registration of securities form which is then in connection with an employee benefit plan effect or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable SecuritiesHolder. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.62.7, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the such Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, The Company shall notify all Holders in writing at least thirty (30) days prior to the filing of any time, the Issuer proposes or is required to register any Registrable Securities registration statement under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration purposes of a public offering of securities in connection with an employee benefit plan or dividend reinvestment plan; of the Company (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations including, but not limited to, registration statements relating to an IPO (other than a offerings of securities of the Company for the account of stockholders of the Company, but excluding the Registration Statement and registration statements on Form X-0Forms S-4 and S-8) and will offer to include in such registration statement all of such Registrable Securities held by such Holder. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, Xxxx X-0 the Company shall so advise the Holders in such notice. Each Holder desiring to include in any such registration statement all or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account part of the Issuer and do not include equity securities of any other party and Registrable Securities held by it shall, within fifteen (y15) none days after receipt of the proceeds above-described notice from any such IPO will the Company, so notify the Company in writing, provided that until the first anniversary of the Effective Time, no Holder shall be paid (including by dividend, distribution, loan repayment or otherwise) permitted to any MCRC Party or any sell Registrable Securities in excess of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by that such Holder and the intended method would be entitled to sell under subsection (e) of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of Rule 144 if the Registrable Securities were "restricted securities" as defined in Rule 144 (assuming for such purpose (and for the avoidance of doubt) that one year has elapsed since the Effective Time and accordingly the volume requirements under subsection (e) of Rule 144 are immediately applicable to be so registeredthe Holders). No registration of Registrable Securities effected under this Section 2.2(a) such volume limitation shall relieve apply to any Holder after the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice first anniversary of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason Effective Time. If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant thereafter filed by the Company, such Holder shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration. Such withdrawal registration (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected, or (ii) exceeds the number which can be reasonably sold in such offering, then the number of shares that may be included in the underwriting shall be irrevocable andallocated, after making such withdrawalfirst, to the Company if the Company, and not a Holder shall no longer have any right stockholder, initiated the filing of the registration statement; second, to include the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders desiring to participate in the registration as and underwriting pursuant to which the terms of this Section 2.3; and third, to any other stockholder of the Company participating in such withdrawal was madeunderwritten offering on a pro rata basis based on the number of shares that all such stockholders desire to register.

Piggyback Registrations. (a) If, at any time, Whenever after the Issuer date of this Agreement and prior to the Registration Termination Date the Company proposes or is required to register any Registrable Securities Capital Stock under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 X-0, X-0, X-0 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicableF-4), whether or not for its own account (except as otherwise provided herein) or for the account of one or more Stockholders, and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Issuer Company shall give prompt written notice to each Stockholder of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera Piggyback Registration and, subject to Sections 2.2(bSection 5.03(b), 2.3 shall include in such registration statement and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities in any offering to be included in the made pursuant to such registration statement all Registrable Shares with respect to which the securities Company has received a written request for inclusion therein from any Stockholder within three days after receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such Piggyback Registration for any reason at any time prior to the pricing thereof provided, however, that any such abandonment, termination or withdrawal shall not prejudice the Issuer at rights of the time Stockholders to make a Demand Registration request or a Shelf Registration request pursuant to the terms of this Agreement. If the Company or any other Person other than a Stockholder proposes to register sell Shares in any Underwritten Offering pursuant to permit a Registration Statement on Form S-3 under the sale Securities Act, such offering shall be treated as a primary or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities secondary Underwritten Offering pursuant to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1a Piggyback Registration. (b) If, at any time after giving written notice Subject to Section 5.03(c) if a Piggyback Registration is initiated as an Underwritten Offering on behalf of the Issuer’s intention Company or any Stockholder and the managing underwriters advise the Company and each Stockholder that has elected to register include Registrable Shares in such Piggyback Registration that in their good faith opinion the amount of Capital Stock proposed to be included in such offering exceeds the amount of Capital Stock (of any equity securities class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such Piggyback Registration and offering (i) first, the amount of Capital Stock the Company proposes to issue, (ii) second, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Xxxxxxx Xxxxx Investors and their respective Permitted Transferees propose to sell in such offering on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration pursuant to this Section 5.03 on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders. (c) If any Piggyback Registration is a primary Underwritten Offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering. (d) No Stockholder may sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (i) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other Stockholders involved in such Piggyback Registration on the same terms and conditions as apply to the Company, with such differences, including any with respect to representations and warranties or indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (but no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b)); provided that no Stockholder shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer the Shares it seeks to sell and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such Stockholder and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements. If a registration requested pursuant to this Section 5.03 involves an underwritten public offering, any Stockholder requesting that its Registrable Shares be included in such registration may elect, in writing at least two Business Days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to withdraw its request to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 registration and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay withdraw from such registration by written notice to the registration Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such Registrable Securities for the same period as the delay in registering offering was given to such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement Stockholder pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made5.03.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company shall give written notice (xthe “Piggyback Notice”) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of the Holders of record of Registrable SecuritiesSecurities at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable. (b) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company as treasury shares and (ii) any other Shares that are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company on or after the date hereof and that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering. (c) If, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the Issuer proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (iiy) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in registration or as otherwise required by the registration as to which such withdrawal was madeunderwriters.

Piggyback Registrations. (a) IfSubject to Section 4(b), at any time, whenever prior to the Issuer Termination Date the Company proposes or is required to register any Registrable Securities Ordinary Shares under the Securities Act (other than pursuant to a registration (i) registrations pursuant to a Registration Statement on such form Form S-8 (or similar forms other registration solely for registration relating to an offering or sale to employees or directors of securities in connection with an the Company pursuant to any employee stock plan or other employee benefit plan or dividend reinvestment plan; arrangement), (ii) pursuant to a Demand Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under Section 2.1; the Securities Act or any successor rule thereto), (iii) in connection with registrations relating to an IPO any dividend or distribution reinvestment or similar plan, (iv) of Ordinary Shares or other than a Registration Statement on Form X-0, Xxxx X-0 securities issuable or deliverable in connection with the Deferred Share Entitlements or (v) in connection with any successor forms theretosecurities issuable or deliverable upon the conversion or exchange of any convertible or exchangeable debt instruments), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account or for the account of one or more shareholders of the Company (except as otherwise provided hereinother than the Holders of Registrable Securities) and the form of Registration Statement to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Issuer Company shall give prompt at least ten (10) Business Days’ prior written notice of their intention to do so to each Holder of record Registrable Securities that, to its knowledge, holds (together with its Permitted Transferees) at least 1.0% of Registrable Securities. Upon the written request Company’s outstanding share capital of its intention to effect such a registration and, subject to Sections 4(b) and 4(c), shall include in such Registration Statement and in any offering of Ordinary Shares to be made pursuant to such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum Registration Statement that number of Registrable Securities intended requested to be disposed of sold in such offering by such Holder and for the intended method account of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities Holder; provided that the Issuer at Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the time proposes to register to permit date on which the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written Company has given notice of the Issuer’s intention Piggyback Registration to register any equity securities and prior to the effective date of the registration statement filed in connection with such registrationHolders or, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances; provided, further, that only Registrable Securities of the same class or classes as the securities being registered may be included. This Agreement alone shall not be interpreted to registerimpose on the Company any obligation to proceed with any Piggyback Registration and the Company may, in its sole discretion, abandon, terminate and/or withdraw a Piggyback Registration for any reason at any time prior to the pricing thereof. If a Piggyback Registration is effected pursuant to a Registration Statement on Form 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”), the Holders of Registrable Securities shall be relieved notified by the Company of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right right, but not the obligation, to withdraw its request for inclusion of its Registrable Securities participate in any registration statement offering pursuant to this Section 2.2 by giving written notice such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the Issuer of its request same limitations that are applicable to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration other Piggyback Registration as to which such withdrawal was madeset forth above.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations a registration statement on such Form S-4 or S-8 (or an equivalent registration form then in effect) or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 15 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests to be included in registered under the registration statement Securities Act (with the securities that which the Issuer Company at the time proposes to register register) to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1Registrations. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities who made timely Piggyback Requests and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 Piggyback Request by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. Without limiting any obligation of the Company, if (ai) Ifthere is not an effective Registration Statement covering all of the Registrable Securities, at if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any timeof its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Issuer proposes Company shall include in such registration statement or is offering statement all or any part of such Registrable Securities that such Holder requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a2(f) shall relieve that are the Issuer subject of its obligations to effect Demand Registrations under Section 2.1. (b) If, a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time after giving written notice in its sole discretion. The Company shall not grant piggyback registration rights to any holders of the Issuer’s intention to register any equity its Common Stock or securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, that are convertible into its Common Stock that are senior to the rights of the Holders under Section 2.1 and (ii) set forth in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made2(f).

Piggyback Registrations. (a) If, at any time, the Issuer proposes or is required to register any The Company shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to filing any registration statement under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration purposes of effecting a public offering of securities in connection with an of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) corporate reorganization), and shall afford each such Holder an opportunity to include in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 such registration statement all or any successor forms thereto)part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, (x) if so notify the equity securities so registered or proposed to be registered Company in writing, and in such IPO are solely on account notice shall inform the Company of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject wishes to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all include in such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registeredstatement. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant thereafter filed by the Company, such Holder shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Company with respect to such registrationofferings of its securities, all upon the terms and conditions set forth herein. Such withdrawal No Holder of Registrable Securities shall be irrevocable andgranted piggyback registration rights superior to those of the Holders of Series B Preferred Shares, after making such withdrawalthe Holders of Series A Preferred Shares without the consent in writing of the Holders of at least two-thirds (2/3) of the Ordinary Shares issuable or issued upon conversion of the Series B Preferred Shares and Series A Preferred Shares, a Holder which majority shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeOrdinary Shares issuable or issued upon conversion of the majority of the Series B Preferred Shares and Series A Preferred Shares.

Piggyback Registrations. (a) If, at any time, Whenever after the Issuer date of this Agreement and prior to the Registration Termination Date the Company proposes or is required to register any Registrable Securities Capital Stock under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 X-0, X-0, X-0 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicableF-4), whether or not for its own account (except as otherwise provided herein) or for the account of one or more Stockholders, and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Issuer Company shall give prompt written notice to each Stockholder of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera Piggyback Registration and, subject to Sections 2.2(bSection 5.03(b), 2.3 shall include in such registration statement and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities in any offering to be included in the made pursuant to such registration statement all Registrable Shares with respect to which the securities Company has received a written request for inclusion therein from any Stockholder within three days after receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such Piggyback Registration for any reason at any time prior to the pricing thereof provided, however, that any such abandonment, termination or withdrawal shall not prejudice the Issuer at rights of the time Stockholders to make a Demand Registration request or a Shelf Registration request pursuant to the terms of this Agreement. If the Company or any other Person other than a Stockholder proposes to register sell Shares in any Underwritten Offering pursuant to permit a Registration Statement on Form S-3 under the sale Securities Act, such offering shall be treated as a primary or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities secondary Underwritten Offering pursuant to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1a Piggyback Registration. (b) If, at any time after giving written notice Subject to Section 5.03(c) if a Piggyback Registration is initiated as an Underwritten Offering on behalf of the Issuer’s intention Company or any Stockholder and the managing underwriters advise the Company and each Stockholder that has elected to register include Registrable Shares in such Piggyback Registration that in their good faith opinion the amount of Capital Stock proposed to be included in such offering exceeds the amount of Capital Stock (of any equity securities class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such Piggyback Registration and offering (i) first, the amount of Capital Stock the Company proposes to issue, (ii) second, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Xxxxxxx Sachs Investors and their respective Permitted Transferees propose to sell in such offering on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration pursuant to this Section 5.03 on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders. (c) If any Piggyback Registration is a primary Underwritten Offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering. (d) No Stockholder may sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (i) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other Stockholders involved in such Piggyback Registration on the same terms and conditions as apply to the Company, with such differences, including any with respect to representations and warranties or indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (but no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b)); provided that no Stockholder shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer the Shares it seeks to sell and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such Stockholder and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements. If a registration requested pursuant to this Section 5.03 involves an underwritten public offering, any Stockholder requesting that its Registrable Shares be included in such registration may elect, in writing at least two Business Days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to withdraw its request to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 registration and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay withdraw from such registration by written notice to the registration Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such Registrable Securities for the same period as the delay in registering offering was given to such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement Stockholder pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made5.03.

Piggyback Registrations. (a) If, at any timetime prior to the one (1) year anniversary of the Closing Date, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on a Special Registration Statement, then the Company shall deliver to each Holder a written notice of such determination and, if within seven days after the date of the delivery of such notice, any such Holder shall so request in writing, the Issuer proposes Company shall include in such registration statement all or is any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities under pursuant to this Section 6(f) that are (i) eligible for resale by such Holder pursuant to Rule 144 without volume or manner-of-sale restrictions or (ii) the Securities Act subject of a then-effective Registration Statement. Notwithstanding the foregoing obligations, if the total number of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (other than pursuant by the Company) that the underwriters or the Company in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to (i) registrations on include in the offering only that number of such form securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters or similar forms solely for registration the Company determine that less than all of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed Registrable Securities requested to be registered can be included in such IPO offering, then the Registrable Securities that are solely on account of included in such offering shall be allocated among the Issuer and do not include equity securities of any other party and selling Holders in proportion (yas nearly as practicable to) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended owned by each selling Holder or in such other proportions as shall mutually be agreed to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1selling Holders. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-1, Form S-2 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations a registration on such form Form S-4 or Form S-8 or any successor or similar forms solely for registration of securities form which is then in connection with an employee benefit plan effect or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable SecuritiesHolder. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.62.7, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfAt any time prior to the expiration of the Registration Period, at any time, if a Registration Statement under Section 2.1 is not effective with respect to all of the Issuer proposes or Registrable Securities that the Company is required obligated to register on the Registration Statement and the Company decides to register any of its Common Shares for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities under the Securities Act (other than pursuant requested by such Investors to (i) be included therein. This requirement does not apply to Company registrations on such form Form S-4 or similar forms solely for registration of S-8 or their equivalents (relating to equity securities to be issued in connection with an employee benefit plan acquisition of any entity or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; business or (iii) equity securities issuable in connection with registrations relating stock option or other employee benefit or director plans) or to Registration Statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 calendar days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an IPO (other than underwriting, then the Company will so advise the Investors as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of Common Shares that may be included in the Registration Statement on Form X-0because, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company shall include in such registration (i) first, the Registrable Securities requested by any of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities Investors to be included in such offering, pro rata among the registration statement with holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the shareholder or shareholders that are requiring the Issuer at Company pursuant to a contractual registration right to file such Registration Statement, if any, and (iii) third, the time securities the Company proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1sell. (b) If, at any time after giving written notice of the Issuer’s intention No right to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and under this Section 2.5 limits in any way the registration required under Section 2.1 above. The obligations of the Company under this Section 2.5 expire upon the earlier of (i) in the case effectiveness of a determination not the Registration Statement filed pursuant to register, shall be relieved of their obligation Section 2.1 above with respect to register any the Registrable Securities in connection with such abandoned registration, without prejudice, however, to or the rights of Holders under Section 2.1 and respective portion thereof or (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier expiration of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeRegistration Period.

Piggyback Registrations. (a) If, at If (but without any time, obligation to do so) the Issuer Company proposes or is required to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any Registrable Securities of its stock or other securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) the public offering of such securities, on a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO registration form that would also allow the registration of the Registrable Securities (other than a Registration Statement registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if form which does not include substantially the equity securities so registered or proposed same information as would be required to be registered included in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”covering the sale of the Registrable Securities), the Issuer shall Company shall, at least thirty (30) days prior to filing any registration statement, promptly give prompt each Holder and each Founder written notice of their intention to do so to each Holder of record of Registrable Securitiessuch registration. Upon the written request of each Holder and Founder given within twenty (20) days after mailing of such notice, the Company shall, subject to the provisions of Section 3(c), use all reasonable efforts to cause to be registered under the Securities Act (i) all of the Registrable Securities that each such Holder has requested and (ii) all of the shares of Common Stock held by a Founder (“Founder Securities”) that each such Founder has requested. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such Holderregistration whether or not any Holder or Founder has elected to include securities in such registration. The expenses of such withdrawal registration shall be borne by the Company. (c) If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, made within 15 days following then the receipt Company shall so advise the Holders of Registrable Securities. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 3 to include any of the Holders’ or Founders’ securities in such written notice underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Founder Securities, requested to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Founder Securities, which request the underwriters determine in their sole discretion will not jeopardize the success of the offering. The number of shares that may be included in the underwriting shall specify be allocated: first, to the maximum Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities intended requested to be disposed included in such registration; third, to the Founders on a pro rata basis based on the total number of Founder Securities requested to be included in such registration; and fourth, to any stockholder of the Company (other than a Holder or a Founder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities Company for its own account to be included in the registration statement with and underwriting, or (ii) reduce the amount of securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No selling Holders included in the registration of Registrable Securities effected under this Section 2.2(abelow thirty percent (30%) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuertotal amount of securities included in such registration unless such registration is the Company’s intention to register any equity securities and prior to the effective date Initial Public Offering. For purposes of the registration statement filed in connection with such registrationpreceding discussion concerning apportionment, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each selling stockholder which is a Holder of record of Registrable Securities and (i) in which is a partnership or corporation, the case partners, retired partners, members and stockholders of a determination not to registersuch Holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons shall be relieved deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of their obligation to register any Registrable Securities owned by all such related entities and individuals. In the event that a Founder is allowed to include securities in connection with such abandoned registrationa registration hereunder, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, he shall be permitted to delay the registration deemed a “Holder” and his shares deemed “Registrable Securities” for purposes of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Sections 5, 6, 7 and 8 with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any timetime after the IPO, the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice (in any event within five (5) Business Days after receipt of their notice of any exercise of demand registration rights by any Person) of its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 twenty (20) days following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on a Form S-3) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof, which may include a Partner Distribution) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to a Form 8-K. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Equity or shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (c) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for the registration of securities in connection with an employee benefit benefits plan or dividend reinvestment plan; plan or an acquisition, merger or consolidation or (ii) pursuant to a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or F-1, Form S-11 or Form S-3, as applicable, F-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable SecuritiesHolder. Upon the written request of any such Holder, Holder made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.6, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. Such Holders shall be referred to as Participating Holders for the purposes of any Registrable Securities to be registered under Section 2.2(a). No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities all relevant Participating Holders and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities, without prejudice, however, to the rights of Holders under Section 2.1. (c) Any Participating 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such Any Holder withdrawing pursuant to the provisions of this Section 2.2(c) shall following such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in be treated as a Participating Holder for the registration as to which such withdrawal was madepurposes of this Agreement.

Piggyback Registrations. (a) If, If the Company at any time, time proposes to file a registration statement covering proposed sales by it or any of its shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the Issuer proposes or is required to register any Registrable Securities under the Securities Act public (other than pursuant to a registration statement (i) registrations on such form covering only shares issuable upon the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; , (ii) a Demand Registration on Form S-4 or S-8 or any similar form) under Section 2.1; or the U.S. Securities Act of 1933, as amended (the "Act"), (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account public offering of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicableCompany's capital stock, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided hereiniv) (a “Piggyback Registration”)pursuant to Section 2 hereof, the Issuer shall Company will give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon such proposed registration (which notice shall describe the written request proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such Holdersale or disposition of securities and shall include a listing of the jurisdictions, made if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such jurisdictions). At the request of Holder given within 15 thirty (30) calendar days following after the receipt of any such written notice by Holder (which request shall specify the maximum number of Registrable Securities intended shares Holder requests to be disposed of by included in such Holder and the intended method of distribution thereofregistration), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall Company will use commercially reasonable its best efforts to cause all such Registrable Securities shares as to which registration has been requested by Holder to be included in the such registration statement with the securities that the Issuer at the time proposes to register to permit the for sale or other disposition by the Holders in accordance with the intended method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of distribution thereof of the Registrable Securities capital stock being sold, and thereafter shall cause such registration statement to be so registered. No registration of Registrable Securities effected under this Section 2.2(afiled and become effective; provided, however, that the Company shall be permitted to (A) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of withdraw the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, in its sole and exclusive discretion and upon the Issuer will give written notice of such determination decision to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion all of its Registrable Securities in any registration statement pursuant to obligations under this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registrationregistration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Such withdrawal Any shares sought to be registered by Holder so excluded from a registration statement shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in excluded pro rata based on the registration as to which such withdrawal was madetotal number of shares of capital stock being sold by all selling Holders (other than the Company).

Piggyback Registrations. Without limiting any obligation of the Company, if (ai) Ifthere is not an effective Registration Statement covering all of the Registrable Securities, at any timeif the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Issuer proposes or is required to register any Registrable Securities and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than pursuant on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to (i) registrations on such form or similar forms equity securities to be issued solely for registration of securities in connection with an employee benefit plan any acquisition of any entity or dividend reinvestment plan; business (iior a business combination subject to Rule 145 under the Securities Act) a Demand Registration under Section 2.1; or (iii) equity securities issuable in connection with registrations relating to an IPO (the Company’s stock option or other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms theretoemployee benefit plans), (x) if or a dividend reinvestment or similar plan or rights offering, then the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their intention to do so deliver to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give a written notice of such determination to each and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of record of such Shares constituting Registrable Securities and (i) in that such Holder requests to be registered; provided, however, the case of a determination Company shall not to register, shall be relieved of their obligation required to register any Registrable Securities Shares pursuant to this Section 2(e) that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in connection with such abandoned registration, without prejudice, however, its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders under Section 2.1 and (ii) set forth in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made2(e).

Piggyback Registrations. (a) IfSubject to Section 3(b), at any time, whenever prior to the Issuer Termination Date the Company proposes or is required to register any Registrable Securities Shares under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S- 8, X-0, X-0 or Form S-11 F-4 or Form S-3, as applicable, or an equivalent general registration any successor form then in effect, as applicablethereto), whether or not for its own account or for the account of one or more holders of Shares (except as otherwise provided herein) other than the Investors), and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Issuer Company shall give prompt written notice to each Investor of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera registration and, subject to Sections 2.2(b3(b) and 3(c), 2.3 shall include in such registration statement and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities in any offering of Shares to be included in the made pursuant to that registration statement all Registrable Shares with respect to which the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof Company has received a written request for inclusion therein from an Investor within five (5) Business Days after such Investor’s receipt of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) IfCompany’s notice or, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances (provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). The provisions of this Section 3(a) shall apply without regard to whether the Company proposes to register such Shares at its own option or as set forth in any other agreement by which the Company is bound. This Agreement alone shall not be interpreted to register, shall be relieved of their impose on the Company any obligation to register proceed with any Registrable Securities in connection with such abandoned registrationPiggyback Registration and the Company may abandon, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay terminate and/or withdraw such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing reason at any time prior to the earlier of pricing thereof. If the execution of Company or any other Person other than an Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the underwriting agreement or the execution of the custody agreement with respect to Securities Act, such registration. Such withdrawal offering shall be irrevocable and, after making such withdrawal, treated as a Holder shall no longer have any right primary or secondary underwritten offering pursuant to include Registrable Securities in the registration as to which such withdrawal was madea Piggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions of this Agreement, following the first anniversary of the date on which the Company completes an IPO (or, in the event that the IPO is not completed prior to November 2, 2023, at any timetime from and following the Stockholder’s exercise of the Exchange Right) (subject to the expiration or waiver of the IPO lock-up), whenever the Issuer Company proposes or is required to register any Registrable Securities of its securities for sale for cash under the Securities Act Act, whether proposed to be offered for sale by the Company or by any other Person (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities pursuant to a Demand Registration, (ii) in connection with an employee benefit plan any registration on Form S-0, X-0 or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; any successor or similar form, (iii) in connection with registrations a registration relating to an IPO a merger, acquisition, business combination transaction or reorganization of the Company or other transaction under Rule 145 of the Securities Act or (other than iv) a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (xregistration in which the only securities being registered are common stock issuable upon conversion of debt securities that are also being registered) if and the equity securities so registered or proposed registration form to be registered in such IPO are solely on account used may be used for the registration of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) Registrable Securities (a “Piggyback Registration”), the Issuer Company shall give prompt written notice to the Stockholder of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera registration and, subject to Sections 2.2(bSection 4.2(b) and Section 4.2(c), 2.3 and 2.6, shall use commercially reasonable best efforts to cause include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Stockholder within five (5) Business Days after the delivery of the Company’s notice. (b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholder as a part of the written notice given. In such event, the right of the Stockholder to registration pursuant to this Section 4.2(b) shall be conditioned upon the Stockholder’s participation in such underwriting and the inclusion of the Stockholder’s Registrable Securities in the underwriting to the extent provided herein. If the Stockholder exercises its Piggyback Registration rights it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriters advise the Company that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration statement with and underwriting. The Company shall so advise the Stockholder, and the number of shares of securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities are entitled to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of included in the registration statement filed in connection with such registration, the Issuer and underwriting shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and be allocated as follows: (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, howeverfirst, to the rights of Holders under Section 2.1 and Company for securities being sold for its own account, (ii) in second, to the case Stockholder; and (iii) third, to any other holders of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity Company’s securities. (c) Any Holder The Company shall have the right to terminate or withdraw any registration prior to the effectiveness of such registration whether or not the Stockholder has elected to include securities in such registration. The Stockholder shall not have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement the offering pursuant to this Section 2.2 by giving written notice to the Issuer 4.2(c) following its exercise of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madePiggyback Registration rights.

Piggyback Registrations. (a) If, at any time, the Issuer proposes or is required to register any The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (other than including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration relating solely to the sale of securities to employees of the Company pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment planof the Company; (iiB) a Demand Registration registration relating to a corporate reorganization or other transaction under Section 2.1Rule 145 of the Securities Act (or comparable provision under Applicable Laws of another jurisdiction, as applicable); (C) a registration 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; or (iiiD) a registration in connection with registrations relating which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), and shall afford each such Holder an opportunity to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 include in such registration statement all or any successor forms thereto)part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within five (5) days after receipt of the above described notice from the Company, (x) if so notify the equity securities so registered or proposed to be registered Company in writing, and in such IPO are solely on account notice shall inform the Company of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject wishes to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all include in such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registeredstatement. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant thereafter filed by the Company, 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 the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing 4 prior to the earlier effectiveness of the execution of the underwriting agreement such registration whether or the execution of the custody agreement with respect not any Holder has elected to include securities in such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. Without limiting any obligation of the Company hereunder (aincluding its obligations under Section 2(g)) Ifor under the Note Purchase Agreement, at if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any timeof its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Issuer proposes Company shall include in such registration statement all or is any part of such Registrable Securities such Investor requests to be registered; provided, however, that, for the purposes of clarity, the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to this Section 2(f) that are eligible for resale pursuant to Rule 144 without restriction (iincluding, without limitation, volume restrictions) registrations on such and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(f), if the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or similar forms solely number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to that can be registered sold in such IPO are solely on account of offering without adversely affecting the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividendproposed offering price, distributiontiming, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicabledistribution method, or an equivalent general registration form then in effectprobability of success (collectively, as applicable, whether or not for its own account (except as otherwise provided herein) (a such limitation the “Piggyback RegistrationMaximum Number of Securities”), then the Issuer Company shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon limit the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities securities to be included in on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration statement with the securities that the Issuer at the time proposes has been requested pursuant to register to permit the sale or other disposition by the Holders written contractual piggy-back registration rights, pro rata in accordance with the intended method number of distribution thereof securities that each such person has requested be included in such registration regardless of the Registrable Securities to number of securities held by each such person, that can be so registered. No registration sold without exceeding the Maximum Number of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1Securities. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. Without limiting any obligation of the Company, any time during the Demand Registration Period, if (ai) Ifthere is not an effective Registration Statement covering all of the Registrable Securities, at if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities; (ii) the Demand Registration Conditions have been satisfied; and (iii) the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others (including pursuant to any timeExisting Registration Rights Agreement) under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or F-4, Form F-3D or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans, or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Holder a written notice of such determination and, if within five (5) Business Days after the date of the delivery of such notice, any such Holder shall so request in writing, the Issuer proposes Company shall include in such registration statement all or is any part of such Registrable Securities that such Holder requests to be registered (subject to the same procedural requirements and underwriter cut-back limitations as referred to in Section 2(d)(v) and (vi), mutatis mutandis); provided, however, the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a2(e) shall relieve that are the Issuer subject of its obligations to effect Demand Registrations under Section 2.1. (b) If, a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time after giving written notice in its sole discretion. The Company shall not grant piggyback registration rights to any holders of the Issuer’s intention to register any equity its Common Shares or securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, that are convertible into its Common Shares that are senior to the rights of the Holders under set forth in this Section 2.1 2(e). It is understood and (ii) agreed that the piggyback registration rights set forth in this Agreement shall be deemed to rank equally with the piggyback registration rights in the case Existing Registration Rights Agreements, and all holders of a determination registrable securities under such Existing Registration Rights Agreements that seek to delay exercise piggyback registration rights thereunder shall be treated equally with the Holders that seek to exercise piggyback registration rights under this Agreement for purposes of participation in any such registration (subject to Section 3(l) of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesthis Agreement). (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at Without limiting any time, obligation of the Issuer proposes Company hereunder or is required to register any Registrable Securities under the Securities Act (other than pursuant Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to (i) registrations on such form prepare and file with the SEC a registration statement or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations offering statement relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not offering for its own account or the account of others under the 1933 Act of any of its equity securities (except other than on Form S-4 or Form S-8 (each as otherwise provided hereinpromulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (a “Piggyback Registration”), then the Issuer Company shall give prompt written notice of their intention to do so deliver to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give Investor a written notice of such determination to each Holder and, if within fifteen (15) days after the date of record the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities and such Investor requests to be registered; provided, however, (i) in the case Company may postpone or withdraw the filing or the effectiveness of a determination registration statement filed pursuant to this Section 2(g) at any time in its sole discretion and (ii) the Company shall not to register, shall be relieved of their obligation required to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by giving written notice to Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the Issuer subject of its request to withdrawa then-effective Registration Statement. Such request must be made in writing prior to the earlier If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the execution Company and the managing underwriter advises the Company and the holders of the underwriting agreement or the execution Registrable Securities (if any holders of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer Registrable Securities have any right elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such withdrawal was madeoffering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company shall give written notice (xthe “Piggyback Notice”) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so (1) to the Sponsor Investors and Management Investors promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter), (2) to each of the other Holders of Registrable Securities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (3) to each Holder of record Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice to any Holders of Registrable Securities, including until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Sponsor Investors (in each case, if such Sponsor Investor is then a Holder of Registrable Securities) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Sponsor Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Sponsor Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Sponsor Investor requests a Company Underwritten Block Trade or an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Management Investor, and no other Investor that is not an Initial Investor or a Permitted Affiliate Transferee of an Initial Investor, shall have any right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade at any time. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by (i) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (ii) the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice (or a Company Shelf Notice) and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting), the Issuer Company shall determine for any reason not to register (or sell) or to delay registration (or sale) of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to registerregister (or sell), shall be relieved of their its obligation to register (or sell) any Registrable Securities in connection with such abandoned registrationregistration (or abandoned sale), without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration (or sale) of their its equity securities, shall be permitted to delay the registration (or sale) of such Registrable Securities for the same period as the delay in registering (or selling) such other equity securities. (cd) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal registration or offering or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to effect such Partner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall not apply to any Holder in connection with an IPO without the prior written consent of the AEA Investors; provided, however, that if the AEA Investors participate in such IPO, each Holder of Registrable Securities that is an Initial Investor (other than an AEA Investor), or a Permitted Affiliate Transferee of such Initial Investor, shall be irrevocable andentitled to participate in such IPO on a pro rata basis in accordance with the provisions of this Section 2.2, after making such withdrawal, a Holder shall no longer have any right subject to include Registrable Securities in the registration as to which such withdrawal was madeSections 2.3 and 2.6 hereof.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company shall give written notice (xthe “Piggyback Notice”) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Company as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (iiy) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration. Such withdrawal registration or as otherwise required by the underwriters. (e) Notwithstanding Section 2.2(a), if either the LLR Investors or the Founder Investor(s) (the “Block Trade Initiating Holder”) wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such LLR Investors or Founder Investor(s) only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall be irrevocable andnotify the LLR Investors or the Founder Investor(s) (whichever is not the Block Trade Initiating Holder, the “Non-Initiating Holder”) and any Minority Investor that owns 1% or more of the then-outstanding Class A Common Stock (each, a “Significant Minority Investor”) on the same day and the Non-Initiating Holder and such Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, however, that the Block Trade Initiating Holder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such withdrawalrequest in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Block Trade Initiating Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any other Holder who does not constitute a Non-Initiating Holder or a Significant Minority Investor shall have no longer have any right to include Registrable Securities notice of or to participate in the registration as to which such withdrawal was madeUnderwritten Block Trade at any time.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company shall give written notice (xthe “Piggyback Notice”) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of record Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of Registrable Securitiesthe registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within 15 days ten (10) Business Days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal registration or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to effect such Partner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of AEA; provided, however, that if any AEA Investor participates in the IPO, each Additional Investor shall be irrevocable andentitled to participate in such IPO on a pro rata basis in accordance with the provisions of this Section 2.2, after making such withdrawal, a Holder shall no longer have any right subject to include Registrable Securities in the registration as to which such withdrawal was madeSections 2.3 and 2.6 hereof.

Piggyback Registrations. (a) IfSubject to the terms of this Agreement, at if the Company proposes to register for its own account any timeof its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Issuer proposes or is required to register any Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to filing any registration statement under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration purposes of effecting a public offering of securities in connection with of the Company (including, but not limited to, registration statements relating to an initial public offering or secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 4.3 or Section 4.5 of this Agreement or to any employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) corporate reorganization), and shall afford each such Holder an opportunity to include in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 such registration statement all or any successor forms thereto)part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) Business Days after receipt of the above described notice from the Company, (x) if so notify the equity securities so registered or proposed to be registered Company in writing, and in such IPO are solely on account notice shall inform the Company of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject wishes to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all include in such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registeredstatement. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant thereafter filed by the Company or any subsequent investors, such Holder shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement Company or the execution of the custody agreement any subsequent investors with respect to such registrationofferings of its securities, all upon the terms and conditions set forth herein. Such withdrawal No Shareholder of the Company shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any granted the piggyback registration right under this Section 4.4 that is superior to include those of the Holders without prior written consent of Holders holding at least sixty percent (60%) of the Registrable Securities in the registration as to which such withdrawal was madethen outstanding.

Piggyback Registrations. (a) If, at any timetime during the three (3) year period following the date hereof, there is not an existing and effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the company’s stock option or other employee benefit plans), then the Company shall deliver to each Buyer a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Buyer shall so request in writing, the Issuer proposes Company shall include in such registration statement all or is any part of such Registrable Securities such Buyer requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice 4(n) that are eligible for resale pursuant to Rule 144 (without volume restrictions). For purposes hereof, “Registrable Securities” means (i) the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier Conversion Shares issued or issuable upon conversion of the execution Notes, (ii) the Warrant Shares issued or issuable upon exercise of the underwriting agreement or the execution Warrants and (iii) any capital stock of the custody agreement Company issued or issuable with respect to such registration. Such withdrawal shall be irrevocable andthe Conversion Shares, after making such withdrawalthe Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a Holder shall no longer have result of any right to include Registrable Securities share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the registration as Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to which such withdrawal was madeany limitations on conversion of the Notes or exercise of the Warrants.

Piggyback Registrations. Without limiting any obligation of the Partnership hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Partnership shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act (aan “Offering”) Ifof any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Partnership’s unit option or other employee benefit plans), at any timethen the Partnership shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Issuer proposes Holder shall so request in writing, the Partnership shall include in such registration statement all or is any part of such Registrable Securities the Holder requests to be registered; provided, however, the Partnership shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to this Section 2(e) that are eligible for resale pursuant to Rule 144 without restriction (iincluding, without limitation, volume restrictions) registrations on such form and without the need for current public information required by Rule 144(c)(1) (or similar forms solely for registration Rule 144(i)(2), if applicable) or that are the subject of securities a then-effective Registration Statement. If, in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)Offering, the Issuer primary managing underwriter of such Offering shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon advise the written request of any such HolderPartnership that, made within 15 days following in its reasonable opinion, the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder securities requested and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities otherwise proposed to be included in such Offering exceeds the registration statement with number which can be sold in such offering without an adverse effect on the price, timing or distribution of the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration offered (an “Adverse Effect”), then the Partnership shall include in such Offering the number of Registrable Securities effected under this Section 2.2(a) shall relieve Common Units that such primary managing underwriter advises the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) IfPartnership can be sold without having such Adverse Effect, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not number to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and be allocated (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, first to the rights of Holders under Section 2.1 Partnership and (ii) second, and if any, the number of included Registrable Securities that, in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration opinion of such Registrable Securities for the same period as the delay in registering primary managing underwriter, can be sold without having such other equity securitiesAdverse Effect. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfSubject to the terms and conditions of this Agreement, at any time, whenever the Issuer Company proposes or is required to register any Registrable Securities of its securities for sale for cash under the Securities Act Act, whether proposed to be offered for sale by the Company or by any other Person (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities pursuant to a Demand Registration, (ii) in connection with an employee benefit plan any registration on Form S-0, X-0 or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; any successor or similar form, (iii) in connection with registrations a registration relating to an IPO a merger, acquisition, business combination transaction or reorganization of the Company or other transaction under Rule 145 of the Securities Act or (other than iv) a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (xregistration in which the only securities being registered are common stock issuable upon conversion of debt securities that are also being registered) if and the equity securities so registered or proposed registration form to be registered in such IPO are solely on account used may be used for the registration of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) Registrable Securities (a “Piggyback Registration”), the Issuer Company shall give prompt written notice to AIG of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera registration and, subject to Sections Section 2.2(b) and Section 2.2(c), 2.3 and 2.6, shall use commercially reasonable best efforts to cause include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from AIG within five (5) Business Days after the delivery of the Company’s notice. (b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise AIG as a part of the written notice given. In such event, the right of AIG to registration pursuant to this Section 2.2(b) shall be conditioned upon AIG’s participation in such underwriting and the inclusion of AIG’s Registrable Securities in the underwriting to the extent provided herein. If AIG exercises its Piggyback Registration rights it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Company. Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration statement with and underwriting. The Company shall so advise AIG, and the number of shares of securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities are entitled to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of included in the registration statement filed in connection with such registration, the Issuer and underwriting shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and be allocated as follows: (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, howeverfirst, to the rights of Holders under Section 2.1 and Company for securities being sold for its own account, (ii) in second, to Argon, to the case of a determination to delay such registration of their equity securities, shall be extent Argon is permitted to delay include securities at such time, and is entitled to priority with respect thereto, under the registration terms of such Registrable Securities for the same period as Stockholders Agreement, (iii) third, to AIG, and (iii) fourth, to any other holders of the delay in registering such other equity Company’s securities. (c) Any Holder The Company shall have the right to terminate or withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier effectiveness of the execution of the underwriting agreement such registration whether or the execution of the custody agreement with respect not AIG has elected to include securities in such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer proposes or is required The Company shall use its best efforts to register any notify all Holders of Registrable Securities in writing at least twenty (20) days before filing any registration statement under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration purposes of effecting a public offering by the Company of securities in connection with an of the Company (excluding registration statements relating to any employee benefit plan or dividend reinvestment plan; (iia corporate reorganization) a Demand Registration under Section 2.1; or (iii) and will afford each such Holder an opportunity to include in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 such registration statement all or any successor forms thereto)part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within ten (x10) if days after receipt of the equity securities above-described notice from the Company, so registered or proposed to be registered notify the Company in writing, and in such IPO are solely on account notice shall inform the Company of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject wishes to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all include in such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registeredstatement. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any such registration statement pursuant filed by the Company, such Holder shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Company with respect to such registrationofferings of its securities, all upon the terms and conditions set forth herein. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the registration as ability of the managing underwriter for such offering (or, if there is no underwriter, then the Company) to which exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that inclusion of such withdrawal was madesecurities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, subject to Section 2(f), if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (aother than on Form F-4, Form S-8 or Form F-8 (each as promulgated under the 1000 Xxx) Ifor their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, at any timeacquisition of any entity, any business combination, or equity securities issuable in connection with the Company’s share option or other employee benefit plans) or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Issuer proposes Company shall include (subject to its existing contractual commitments, which take priority) in such registration statement or is offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by giving written notice to Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the Issuer subject of its request to withdraw. Such request must be made a then-effective Registration Statement (assuming such Registrable Secuirites have been (or will be) issued in writing prior to compliance with the earlier terms of the execution applicable Note), and provided further that the Company shall not be required to include any Registrable Securities which an underwriter shall reasonably advise the Company will materially adversely affect the Company’s ability to sell all of the underwriting agreement shares which the Company intended to sell. The Company may postpone or withdraw the filing or the execution effectiveness of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have piggyback registration at any right to include Registrable Securities time in the registration as to which such withdrawal was madeits sole discretion.

Piggyback Registrations. (a) If, at any time, Whenever the Issuer Company proposes or is required to register any Registrable Equity Securities under the Securities Act (other than pursuant to a registration (i) registrations pursuant to a Registration Statement on such form Form S-8 (or similar forms other registration solely for registration relating to an offering or sale to employees or directors of securities in connection with an the Company pursuant to any employee stock plan or other employee benefit plan or dividend reinvestment plan; arrangement), (ii) pursuant to a Demand Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under Section 2.1; the Securities Act or any successor rule to Rule 145) or (iii) in connection with registrations relating to an IPO any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company (other than a Demand Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto(for which participation is provided under Section 2), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their intention to do so to each Holder of record Registrable Securities of Registrable Securitiesits intention to effect such a registration. Upon The Company shall in no event give that notice in less than ten (10) business days prior to the written request proposed date of filing of the applicable Registration Statement. Subject to Sections 4(b) and 5(c), the Company shall include in the Registration Statement and in any such Holder, offering of Equity Securities to be made within 15 days following the receipt of any such written notice (which request shall specify the maximum pursuant to that Registration Statement that number of Registrable Securities intended requested to be disposed sold in such offering by a Holder for the account of by that Holder if the Company has received a written request for inclusion in the Registration Statement from that Holder no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such Holder and registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the intended method of distribution thereofthen 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 to Rule 415 (a “Piggyback Shelf Registration Statement”), the IssuerHolders of Registrable Securities shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period limitations that are applicable to any other Piggyback Registration as the delay in registering such other equity securitiesset forth above. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of record Registrable Securities that is an individual, no more than five (5) Business Days after the filing of Registrable Securitiesthe registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Investor Holders on the same day and other Investor Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences), provided that the Investor Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. In the event an Investor Holder requests such an underwritten block trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any Holder who does not constitute an Investor Holder shall have no right to participate in such underwritten block trade. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering. (c) Other than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all institutional Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable andregistration or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution). (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of the GSCP Parties.

Piggyback Registrations. (a) If, at any timetime prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to all of the Issuer proposes or is required Registrable Securities and the Company decides to register any of its securities for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities under the requested by such Investors to be included therein (excluding any Registrable Securities Act (other than pursuant previously included in a Registration Statement). This requirement does not apply to (i) Company registrations on such form Form S-4 or similar forms solely for registration of S-8 or their equivalents (relating to equity securities to be issued in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plan plans) or dividend reinvestment plan; to registration statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the stockholder or stockholders which are requiring the Company pursuant to a Demand contractual registration right to file such Registration under Section 2.1; or Statement and (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)third, the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of requested by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities Investors to be included in such offering, pro rata among the registration statement with holders of such Registrable Securities on the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof basis of the Registrable Securities number of shares requested to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1included by each such holder. (b) If, at any time after giving written notice of the Issuer’s intention No right to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and under this Section 2.5 limits in any way the registration required under Section 2.1 above. The obligations of the Company under this Section 2.5 expire upon the earliest of (i) in the case effectiveness of a determination not the Registration Statement filed pursuant to registerSection 2.1 above with respect to the Registrable Securities or the respective portion thereof, shall be relieved of their obligation (ii) after the Company has afforded the opportunity for the Investors to register exercise registration rights under this Section 2.5 for two registrations (provided, however, that any Investor that has had any Registrable Securities excluded from any Registration Statement in connection accordance with such abandoned registration, without prejudice, however, to this Section 2.5 may include in any additional Registration Statement filed by the rights of Holders under Section 2.1 and (ii) in Company the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. so excluded), or (ciii) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier expiration of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeRegistration Period.

Piggyback Registrations. (a) IfIf the Company determines to publicly sell in an underwritten offering (including, at any timefor the avoidance of doubt, the Issuer proposes or is required to register any Registrable Securities under the Securities Act (other than a “take-down” pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating prospectus supplement to an IPO (effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a Registration Statement registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form X-0S-8, Xxxx X-0 or any successor forms thereto), (x) if a registration relating to the equity securities so registered or proposed to be registered in such IPO are solely on account offer and sale of the Issuer and do not include equity securities of any class other party and (y) none than the Registrable Securities even if such securities are convertible or exchangeable into securities of the proceeds from any such IPO will be paid same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party way of merger of the Company or any of its Affiliates Subsidiaries with any other than business) or acquisition of another business, any registration relating solely to an exchange of the Issuer Company’s own securities or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general any registration form then in effect, as applicable, whether or that does not for its own account (except as otherwise provided herein) permit secondary sales (a “Piggyback Registration”), the Issuer Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give prompt written notice of their its intention to do so effect such sale or registration to each Holder the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of record the Lock-Up Period) all of such Registrable Securities. Upon the Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of any such Holder, made within 15 days following the receipt of any such written notice from the Company (which request or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities intended requested to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1Stockholder. (b) If, at any time after giving written notice If a Piggyback Registration is an underwritten primary offering on behalf of the Issuer’s intention Company, and the managing underwriters advise the Company in writing that in their good faith opinion the aggregate number of securities requested to register any equity securities and prior to be included in such registration exceeds the effective date number which can be sold in an orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the registration statement filed in connection with such registrationoffering price), the Issuer Company shall determine for any reason not to register or to delay include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, which securities shall be included in the following order of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and priority: (i) in first, the case of a determination not securities the Company proposes to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and sell, (ii) second, the securities requested to be included in the case of a determination to delay such registration of their equity securitiesby the Stockholder, shall and (iii) third, any other securities requested to be permitted to delay the registration of included in such Registrable Securities for the same period as the delay in registering such other equity securitiesregistration. (c) Any Holder If a Piggyback Registration is an underwritten secondary offering on behalf of any holder of Other Registrable Securities, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the success of such offering (including an adverse effect on the offering price), the Company shall include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, which securities shall be included in the following order of priority: (i) first, the securities requested to be included in such registration by the Stockholder and the Other Registrable Securities requested to be included in such registration on a pro rata basis and (ii) second, any other securities requested to be included in such registration. (d) The Company and any holder of Other Registrable Securities initiating any Piggyback Registration shall have the right to, in its sole discretion, defer, terminate or withdraw any registration initiated by it under this Section 5.5 whether or not the Stockholder has elected to withdraw its request for inclusion of its include any Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for the registration of securities in connection with an employee benefit benefits plan or dividend reinvestment plan; plan or an acquisition, merger or consolidation or (ii) pursuant to a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or F-1, Form S-11 or Form S-3, as applicable, F-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securitiesrecord. Upon the written request of any such Holder, Holder made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.6, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. Such Holders shall be referred to as Participating Holders for the purposes of any Registrable Securities to be registered under Section 2.2(a). No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities all relevant Participating Holders and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities, without prejudice, however, to the rights of Holders under Section 2.1. (c) Any Participating 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such Any Holder withdrawing pursuant to the provisions of Section 2.2(c) shall following such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in be treated as a Participating Holder for the registration as to which such withdrawal was madepurposes of this Agreement.

Piggyback Registrations. (a) If, at any time, time or from time to time the Issuer Company proposes or is required to register or commence an offering of any Registrable Securities under the Securities Act of its equity securities for its own account or otherwise on a non-shelf registration statement (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings on a non-shelf registration statement pursuant to Section 2.1), the Company will: (i) registrations promptly give to each Holder written notice thereof prior to the filing of any registration statement under the Securities Act, which notice shall be given no later than five Business Days prior to the piggyback deadline set forth in Section 2.2(a)(ii); and (ii) include in such registration and in any underwriting involved therein (if any), all the Registrable Securities specified in a written request or requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than 5:00 p.m., New York City Time, on such form or similar forms solely for registration of securities the second Business Day prior to the date on which the preliminary prospectus intended to be used in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if marketing efforts for the equity securities so registered or proposed relevant offering is expected to be registered in such IPO are solely on account of filed with the Issuer and do not include equity securities of any other party and (y) none of SEC, including, if necessary, by filing with the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment SEC a post-effective amendment or otherwise) a supplement to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition filed by the Holders in accordance with Company or the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1prospectus related thereto. (b) If, at any time or from time to time the Company proposes or is required to register any of its equity securities for its own account or otherwise on a shelf registration statement (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations on a shelf registration statement pursuant to Section 2.1), the Company will: (i) promptly give to each Holder written notice thereof prior to the filing of any registration statement under the Securities Act, which notice shall be given no later than five Business Days prior to the piggyback deadline set forth in Section 2.2(b)(ii); and (ii) include in such registration all the Registrable Securities specified in a written request or requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than 5:00 p.m., New York City Time, on the second Business Day prior to the date on which registration statement is expected to be filed with the SEC. (c) If, at any time or from time to time the Company proposes or is required to commence a “takedown” off of an effective shelf registration statement of any of its equity securities for its own account or otherwise (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings on a non-shelf registration statement pursuant to Section 2.1), the Company will: (i) promptly give to each Holder that has Registrable Securities registered on such shelf registration statement written notice thereof prior to the filing of any registration statement under the Securities Act, which notice shall be given no later than (x) other than in connection with a Block Trade, five Business Days prior to the piggyback deadline set forth in Section 2.2(c)(ii) or (y) in connection with a Block Trade, no later than 5:00 p.m., New York City time, on the second Business Day prior to the date of proposed execution of such Block Trade; and (ii) include in such underwritten takedown, all the Registrable Securities specified in a written request or requests by any of the Holders (except as set forth in Sections 2.2(e) and 2.2(j)), which request shall be made as soon as practicable, but in no event later than (x) other than in connection with a Block Trade, 5:00 p.m., New York City time, on the second Business Day prior to the date on which the preliminary prospectus or preliminary prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be filed with the SEC or (y) in connection with a Block Trade, 8:00 a.m., New York City time, on the date of proposed execution of the Block Trade. (d) There is no limitation on the number of such piggyback registrations pursuant to Sections 2.2(a), 2.2(b) or 2.2(c) which the Company is obligated to effect. No registration of Registrable Securities effected under Section 2.2(a), 2.2(b) or 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. (e) If the registration in this Section 2.2 involves an underwritten offering, the right of any Holder to include its Registrable Securities in a registration or offering pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (f) The Company, subject to 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued Company Shares or Company Shares held by the Company as treasury shares and (ii) any other Company Shares which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. (g) Other than, for the avoidance of doubt, in connection with a Demand Registration pursuant to Section 2.1, if, at any time after giving written notice of the Issuer’s its intention to register or sell any equity securities pursuant to this Section 2.2 and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale of such equity securities, the Issuer Company shall determine for any reason not to register or sell or to delay registration or sale of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to registerregister or sell, shall be relieved of their its obligation to register or sell any Registrable Securities in connection with such abandoned registrationregistration or sale, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration or sale of their its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securities. (ch) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law. (i) 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 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration. Such withdrawal registration or as otherwise required by the underwriters. (j) Notwithstanding anything in this Agreement to the contrary, the rights of any Holder set forth in this Agreement shall be irrevocable and, after making subject to any Lock-Up Agreement that such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madehas entered into.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Special Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”Statement), the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. , at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act or earlier as required pursuant to Section 2.1 or otherwise. (b) Upon the written request of any such HolderHolder desiring to have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within 15 ten (10) days following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(e), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto (the “Piggyback Registration”). (c) There is no limitation on the number of Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a2.2(c) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Other Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (bd) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (e) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cf) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal . (g) The Company shall be irrevocable and, use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after making the effective date thereof or such withdrawal, a Holder shall no longer have any right to include shorter period in which all Registrable Securities included in the such registration as to which such withdrawal was madestatement have actually been sold.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other holder of Common Stock under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon , at least five (5) Business Days prior to the written request filing of any such Holder, made within 15 days following registration statement under the receipt of any such written notice Securities Act (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Each Holder agrees to treat as confidential the receipt of the piggyback registration notice and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (b) IfOther than in connection with a Demand Registration, if, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of any Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeagreement.

Piggyback Registrations. (a) If, at any timeother than pursuant to Section 2.1, the Issuer Company proposes or is required to register any Registrable Securities file a registration statement under the Securities Act (with respect to an offering of Common Stock, whether or not for sale for its own account other than pursuant to a registration (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0S-0, Xxxx X-0 or any successor forms thereto), (xii) if on any other registration form which may not be used for the equity securities so registered registration or qualification for distribution of Registrable Securities, (iii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) a registration relating solely to a Rule 145 transaction under the Act, or (v) any at-the-market offerings in the aggregate not to exceed $50,000,000, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to be registered the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, the number of Registrable Securities as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) they may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Issuer Company shall give prompt written notice of their intention to do so to include in each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Piggyback Registration all Registrable Securities intended with respect to be disposed which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders, to permit the distribution of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method methods of distribution thereof set forth in such registration statement. The Holders 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 be so registeredthe effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No registration of Registrable Securities effected under this Section 2.2(a) Piggyback Registration shall relieve the Issuer of its obligations to effect Demand Registrations count towards registrations required under Section 2.1. (b) If, at If any time after giving written notice of the Issuer’s intention securities to register any equity securities and prior be registered pursuant to the effective date registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the registration statement filed Registrable Securities to be so included together with all Other Securities, then there shall be included in connection with such registration, firm commitment underwritten offering the Issuer shall determine for any reason not to register number or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) in first, all Other Securities being sold by the case of Company for its own account or by any Person (other than a determination not Holder) exercising a contractual right to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned demand registration, without prejudice, however, to the rights of Holders under Section 2.1 and ; (ii) in the case of a determination to delay such registration of their equity securitiessecond, shall be permitted to delay the registration of such all Registrable Securities for requested to be included by the same period Holders, pro rata (if applicable) as nearly as practicable, based on the delay in registering number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any other equity securitiesholders of Other Securities requesting such registration, pro rata as nearly as practicable, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) Any Holder In the case of an offering initiated by the Company as a primary offering on behalf of the Company, nothing contained herein shall have prohibit the right Company from determining, at any time, not to file a registration statement or, if filed, to withdraw its request for inclusion of its Registrable Securities in any such registration statement pursuant to this Section 2.2 by giving written notice to or terminate or abandon the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeoffering related thereto.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms applicable equivalent form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or a merger or consolidation, (ii) a Demand Registration under Section 2.1; 2.1 or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)Initial Public Offering) on a registration statement on Form S-1 X-0, X-0, Xxxx X-0 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Stockholders of record of Registrable Securities. Upon the written request of any such HolderStockholder, made within 15 20 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder Stockholder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use all commercially reasonable efforts to cause all such Registrable Securities Securities, the Stockholders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act (with the securities that which the Issuer Company at the time proposes to register register) to permit the sale or other disposition by the Holders Stockholders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1Registrations. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Stockholders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders Stockholders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time or from time to time, the Issuer proposes Company will register or is required commence an offering of any of its securities for its own account or otherwise (including but not limited to register any Registrable Securities under the Securities Act registrations or offerings pursuant to Section 2.1) (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), the Company will: (xi) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall promptly give prompt written notice of their intention to do so to each Holder of record of written notice thereof (in any event within five (5) Business Days); and (ii) except as set forth in Section 2.1(k), include in such registration and in any underwriting involved therein (if any), all the Registrable Securities. Upon the Securities specified in a written request of any such Holderor requests, made within 15 twenty (20) days following the receipt after mailing or personal delivery of any such written notice (which request shall specify from the maximum number Company, by any of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)Holders, the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register or sell to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registeredregistered or sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) 2.2 shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if the Company wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a takedown from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company shall notify each Holder and each such Holder must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its commercially reasonable efforts to consummate such shelf offering (which may close as early as two (2) Business Days after the date it commences). (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person (other than demand registrations of a type described in Section 2.1(k)), (i) authorized but unissued shares of Common Equity or (to the extent applicable under Maryland law) shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the Effective Time and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. (c) If, at any time after giving written notice of the Issuer’s its intention to register or sell any equity securities Common Equity or Common Equity Equivalents and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale thereof, the Issuer Company shall determine for any reason not to register or sell or to delay registration of such equity securitiesor sale thereof, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to registerregister or sell, shall be relieved of their its obligation to register or sell any Registrable Securities in connection with such abandoned registrationregistration or sale, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their equity securitiesor sale thereof, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securitiesCommon Equity or Common Equity Equivalents. (cd) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law. (e) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in registration or offering or as otherwise required by the registration as to which such withdrawal was madeunderwriters.

Piggyback Registrations. (a) If, Upon or at any time, or from time to time, after and during the Issuer continuance of an Event of Default, or after and during the continuance of a Default pursuant to Section 7.1(c) of the Credit Agreement, if the Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act for sale for cash (other otherwise than pursuant to (i) registrations on such form or similar forms solely for in connection with the registration of securities in connection with issuable pursuant to an employee benefit stock option, stock purchase or similar plan or dividend reinvestment plan; (ii) pursuant to a Demand Registration under Section 2.1; merger, exchange offer or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account transaction of the Issuer and do not include equity securities of any other party and (ytype specified in Rule 145(a) none of under the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”Securities Act), the Issuer Company shall give prompt written the Holder notice of their intention such proposed registration at least 30 days prior to do so to each Holder the filing of record of Registrable Securitiesa registration statement. Upon At the written request of any such Holder, made the Holder delivered to the Company within 15 20 days following after the receipt of any such written the notice (from the Company, which request shall specify state the maximum number of Registrable Securities intended Registration Shares that the Holder wishes to sell or distribute publicly under the registration statement proposed to be disposed of filed by the Company, the Company shall use its best efforts to register under the Securities Act such Holder Registration Shares, and to cause such registration (a "Piggyback Registration") to become and remain effective as provided in Section 2.8. (b) If a Piggyback Registration relates to an underwritten offering by the Company, and the intended method managing underwriters thereof advise the Company in writing that in their opinion the number of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities securities requested to be included in the registration statement with exceeds the securities number which can be sold in the offering, the Company may exclude from the registration all or any Registration Shares that the Issuer at the time Holder proposes to register sell on a pro rata basis by reference to permit the sale or other disposition total number of Registration Shares requested to be included by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesHolder. (c) Any Holder shall If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities who have exercised demand registration rights and the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to managing underwriters thereof advise the Issuer of its request to withdraw. Such request must be made Company in writing prior that in their opinion the number of securities requested to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities included in the registration exceeds the number which can be sold in the offering, the Company shall first include in the registration the securities that all holders of Company securities propose to sell in proportion to the number of securities each proposes to sell. In the event that all Registration Shares that the Holder desires to sell are included in such offering, and Company then desires to participate in such a registration of Securities, the Company shall include in the registration only such number of securities the Company proposes to sell as to which such withdrawal was madethe managing underwriter may permit.

Piggyback Registrations. (a) If, at any time, the Issuer proposes or is required to register any The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (other than including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration relating solely to the sale of securities to employees of the Company pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment planof the Company; (iiB) a Demand Registration registration relating to a corporate reorganization or other transaction under Section 2.1Rule 145 of the Securities Act; (C) a registration 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; or (iiiD) a registration in connection with registrations relating which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), and shall afford each such Holder an opportunity to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 include in such registration statement all or any successor forms thereto)part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within five (5) days after receipt of the above described notice from the Company, (x) if so notify the equity securities so registered or proposed to be registered Company in writing, and in such IPO are solely on account notice shall inform the Company of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject wishes to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all include in such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registeredstatement. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant thereafter filed by the Company, 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 the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing 4 prior to the earlier effectiveness of the execution of the underwriting agreement such registration whether or the execution of the custody agreement with respect not any Holder has elected to include securities in such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or a merger or consolidation or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-1, Form S-2 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b), 2.3 and 2.62.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (d) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

Piggyback Registrations. (a) If, at any timeSolely in the event that (i) the Company does not file the Registration Statement as required by Section 9.1(a) or (ii) the Registration Statement does not become effective as required by Section 9.1(b), the Issuer proposes or is Company shall use its reasonable best efforts to obtain the consent required under the Investors' Rights Agreement in order to register any Registrable Securities grant piggyback registration rights to the Investor as set forth below. The provisions of Section 9.2 set forth below shall not become effective unless and until the consent set forth in the preceding sentence has been obtained. (b) The Company shall use its best efforts to notify the Investor, to the extent it holds Shares that may not be sold without restriction under the Securities Act (other than pursuant to "Registrable Securities") in writing at least twenty (i20) registrations on such form or similar forms solely days before filing any registration statement under the Securities Act for registration purposes of effecting an underwritten public offering by the Company of securities in connection with an of the Company (excluding registration statements relating to any employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; corporate merger, acquisition or (iii) in connection with registrations reorganization, or any Form S-3 shelf registration statements relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity non-underwritten offer and sale of securities so registered or proposed to be registered in such IPO are solely on for the account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment persons or otherwise) to any MCRC Party or any of its Affiliates entities other than the Issuer Company) and will afford the Investor an opportunity to include in such registration statement all or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof part of the Registrable Securities to be then held by the Investor. The Investor shall, within ten (10) days after receipt of the above-described notice from the Company, so registered. No registration notify the Company in writing of the number of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) IfSecurities, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registrationif any, the Issuer shall determine for any reason Investor wishes to include in such registration statement. If the Investor decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any such registration statement pursuant filed by the Company, the Investor shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Company with respect to such registrationofferings of its securities, all upon the terms and conditions set forth herein. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right The Investor's rights to include any Registrable Securities in any offering under this Section are subject in all events to the registration as ability of the managing underwriter for such offering, in its sole discretion, to which exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that inclusion of such withdrawal was madesecurities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) If, If at any timetime following the date of this Agreement, the Issuer Company proposes or is required for any reason to register any Registrable Securities shares of Common Stock under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-4 or Form S-11 S-8 (or Form S-3, as applicable, a similar or successor form)) with respect to an equivalent general registration form then in effect, as applicable, whether or not offering of Common Stock by the Company for its own account (except as otherwise provided herein) (a “Piggyback Registration”)or for the account of any of its security holders, the Issuer it shall at each such time promptly give prompt written notice to the Holders of their its intention to do so (but in no event less than ten days before the anticipated filing date). Such notice shall offer such Holders the opportunity to each Holder register such number of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number shares of Registrable Securities intended to be disposed of by as each such Holder and may request; provided, however, that the intended method Company shall not be obligated to register in such situation less than 100,000 shares of distribution thereof), Registrable Securities if the Issuer, subject holder thereof is able to Sections 2.2(b), 2.3 and 2.6, sell such shares pursuant to Rule 144(k) under the Securities Act. (b) The Company shall use commercially its reasonable efforts to cause all such the managing Underwriter or Underwriters of a proposed underwritten offering to permit the shares of Registrable Securities requested to be included in the registration statement with for such offering to be included (on the securities that same terms and conditions as the Issuer at Common Stock of the time proposes Company included therein to register the extent appropriate). Notwithstanding the foregoing, if in the reasonable judgment of the managing Underwriter or Underwriters, due to permit the sale size of the offering which the Company or such other disposition persons or entities intend to make, the success of the offering would be adversely affected by the Holders in accordance with the intended method of distribution thereof inclusion of the Registrable Securities requested to be so registered. No registration included, then if the offering is by the Company for its own account or is an offering by other holders registering shares of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice Common Stock of the Issuer’s intention Company pursuant to register any equity securities demand registration rights, then the number of shares of Common Stock to be offered for the accounts of the Holders and prior other holders registering shares of Common Stock of the Company pursuant to similar piggyback registration rights shall be reduced pro rata based on the relative percentage ownership of all shares of Common Stock then outstanding owned by the Holders and such other holders to the effective date extent necessary to reduce the total number of shares of Common Stock to be included in such offering to the amount recommended by such managing Underwriter or Underwriters. Notwithstanding the foregoing, in the event that the other holders exercising similar piggyback registration rights are the holders having such rights pursuant to the Registration Rights Agreement applicable to the shares issuable upon the exercise of the Warrants issued pursuant to the Debenture and Note Purchase Agreement, then the piggyback registration statement filed in connection with rights of the Holders of the Debenture shall have priority and such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shares shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, allocated first pro rata to the rights Holders of the Debentures and then pro rata to the Holders under Section 2.1 of the Warrants and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesholders. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. The Company shall notify all Holders in writing at least fifteen (a15) If, at days prior to the filing of any time, the Issuer proposes or is required to register any Registrable Securities registration statement under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration purposes of a public offering of securities in connection with an of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plan plans or dividend reinvestment plan; (iiwith respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) a Demand Registration under Section 2.1; and will afford each such Holder an opportunity to include in such registration statement all or (iii) part of such Registrable Securities held by such Holder. Each Holder desiring to include in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 any such registration statement all or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account part of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of held by such Holder and shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of distribution thereof)disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, 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 the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (a) If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the IssuerCompany shall so advise the Holders. In such event, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all the right of any such Registrable Securities Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the registration statement inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the securities underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten below the aggregate number of shares that the Issuer at Company, the time proposes Holders, and other stockholders of the Company wish to register offer for sale in such offering, the difference shall be applied: (1) first, to permit reduce the number of shares offered for sale or by other disposition stockholders; (2) second, to reduce the number of shares offered for sale by the Holders to fifteen percent (15%) of the total number of shares registered in accordance with the intended method offering; and (3) third, to reduce the number of distribution thereof shares offered by the Company and the number of shares offered by the Holders, pro rata. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be so registeredsold in the offering. No registration If any Holder disapproves of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer terms of its obligations any such underwriting, such Holder may elect to effect Demand Registrations under Section 2.1. (b) If, at any time after giving withdraw therefrom by written notice of to the Issuer’s intention to register any equity securities Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the Issuer shall determine for any reason not to register or to delay registration partners, retired partners and shareholders of such equity securitiesHolder, or the Issuer will give written notice estates and family members of any such determination to each Holder partners and retired partners and any trusts for the benefit of record any of Registrable Securities and (i) in the case of a determination not to register, foregoing person shall be relieved of their obligation deemed to register be a single Holder, and any Registrable Securities in connection pro rata reduction with respect to such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, Holder shall be permitted to delay based upon the aggregate amount of shares carrying registration of rights owned by all entities and individuals included in such Registrable Securities for the same period Holder, as the delay defined in registering such other equity securitiesthis sentence. (cb) Any Holder The Company shall have the right to terminate or withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to initiated by it under this Section 2.2 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier effectiveness of the execution of the underwriting agreement such registration whether or the execution of the custody agreement with respect not any Holder has elected to include securities in such registration. Such withdrawal The Registration Expenses of such withdrawn registration shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities borne by the Company in the registration as to which such withdrawal was madeaccordance with Section 2.4 hereof.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so at least five Business Days prior to the filing of any registration statement under the Securities Act to each Holder of record of Registrable SecuritiesHolder. Upon the written request of any such HolderHolder (a “Piggyback Request”), made within 15 five days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, which such Holders have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the such Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) Error! Reference source not found. shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (c) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder of record of Registrable Securities all Holders and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and. (e) Notwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution).

Piggyback Registrations. (a) If, at any timetime after the IPO, the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice (in any event within five (5) Business Days after receipt of their notice of any exercise of demand registration rights by any Person) of its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 twenty (20) days following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on Form S-3) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof, which may include a Partner Distribution), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof, which may include a Partner Distribution) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to a Form 8-K. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Equity or shares of Common Equity held by the Company as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder(s). (c) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder.

Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, after the Effectiveness Deadline, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (aother than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) Ifor their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), at then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any timesuch Investor shall so request in writing, the Issuer proposes Company shall include in such registration statement all or is any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by giving written notice Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything to the Issuer contrary included in this Agreement, if an Investor fails to timely furnish such information that Company determines, after consultation with its counsel, is reasonably required in order for such Registration Statement or prospectus to comply with the 1933 Act (it being understood that delivery of its such information within five (5) Trading Days of such request to withdraw. Such request must shall be made in writing prior deemed timely hereunder), the applicable Filing Deadline and Effectiveness Deadline of such Registration Statement shall be automatically extended on a day-by-day basis for each calendar day thereafter until the Investor has furnished such information to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeCompany.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other stockholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar or successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”forms), the Issuer Company shall give prompt written notice (the “Piggyback Notice”) of their its intention to do so to each Holder the Other Investors, promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter). Notwithstanding the foregoing, the Company may delay any Piggyback Notice, including until after filing a registration statement, so long as all recipients of record such notice have the same amount of Registrable Securitiestime to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder in such registration and the intended method of sale or distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of sale or distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. If the Company proposes to sell any of its equity securities for its own account in an underwritten offering pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of record of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder in such offering) within five (5) days following the receipt of the Company Shelf Notice. If a Major Investor proposes to sell any of its Registrable Securities in a Shelf Underwriting, then the provisions set forth in Section 2.1(e) shall apply to such Shelf Underwriting. Notwithstanding the foregoing, (x) if the Company wishes to sell any of its equity securities for its own account in an Underwritten Block Trade (a “Company Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company only needs to notify (a “Company Underwritten Block Trade Notice”) the Major Investors (in each case, if such Major Investor is then a Holder of (i) Shelf Registrable Securities or (ii) Registrable Securities that may be added to such Shelf Registration Statement through the filing of a prospectus supplement) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Major Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Major Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company proposes to effect a Company Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Holder that is not a Major Investor shall have any right to notice of or to participate in such Company Underwritten Block Trade at any time. The Company shall, at the request of any Major Investor requesting to participate in a Company Shelf Underwriting or Company Underwritten Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendment and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Major Investors or any other Participating Holder of Shelf Registrable Securities to effect such Company Shelf Underwriting or Company Underwritten Block Trade, as applicable. (b) IfThe Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Applicable Initiating Holders. (c) Other than in connection with a Demand Registration (or a Shelf Underwriting or Underwritten Block Trade), if, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice (or a Company Shelf Notice or a Company Underwritten Block Trade Notice) and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting or Company Underwritten Block Trade), the Issuer Company shall determine for any reason not to register (or sell) or to delay registration (or sale) of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder of record of Registrable Securities (except, in the case of a Company Underwritten Block Trade, then, only to the Major Investors) and (i) in the case of a determination not to registerregister (or sell), shall be relieved of their its obligation to register (or sell) any Registrable Securities in connection with such abandoned registrationregistration (or abandoned sale), without prejudice, however, to the rights of Holders of Registrable Securities under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration (or sale) of their its equity securities, shall be permitted to delay the registration (or sale) of such Registrable Securities for the same period as the delay in registering (or selling) such other equity securities. (cd) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 2.2 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the any custody agreement with respect to such registration. Such withdrawal shall be irrevocable andregistration or offering or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder seeking to effect a Holder shall no longer have Partner Distribution, file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to which effect such withdrawal was madePartner Distribution. (f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall not apply to any Holder in connection with the IPO.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form Form S-8 or any similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; , (ii) a Demand Registration under Section 2.1; registrations on Form S-4 or any similar form(s) solely for registration of securities in connection with any business combination transaction, or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 registration under Section 2.1 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)2.2) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable SecuritiesHolder. Upon the written request of any such Holder, made within 15 days 10 Business Days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b2.3(b), 2.3 2.4 and 2.62.7, shall use commercially reasonable best efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No Except as otherwise set forth herein, no registration of Registrable Securities effected under this Section 2.2(a2.3(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations registrations under Section 2.12.1 or 2.2. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 or 2.2, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2.3 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations a registration on such form Form F-4 or Form F-8 or any successor or similar forms solely for registration of securities form which is then in connection with an employee benefit plan effect or dividend reinvestment plan; (ii) a Demand the Shelf Registration Statement under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 F-1 or Form S-11 or Form S-3, as applicable, F-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.3(b), 2.3 2.4 and 2.62.8, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the such Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a2.3(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.2, subject to the conditions for a Demand Registration set forth in Section 2.2(c). (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.2 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 2.3 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 F‑1 or Form S-11 or Form S-3, as applicable, F‑3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days 5 Business Days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) business days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of record Registrable Securities that is an individual, no more than five (5) business days after the filing of Registrable Securitiesthe registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to the filing of such registration statement). Upon the written request of any such Holder, made within 15 ten (10) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act along with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registeredregistered prior to the printing of a preliminary prospectus for distribution to potential investors, but including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and which have been approved by the Majority Participating Holders (“Additional Piggyback Rights”). (c) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall registration and otherwise may only be irrevocable andmade in accordance with procedures reasonably determined by the underwriters in connection with any underwriting arrangements. (e) Notwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution).

Piggyback Registrations. (a) If, If at any timetime during the Effectiveness Period, the Issuer proposes or is required Company shall determine to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; plan or (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicableeffect (but excluding any registration statement on Form S-4 or Form S-8), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention its determination to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of (i) the use by the Company or any underwriters of any preliminary prospectus or preliminary prospectus supplement that is part of such registration statement, (ii) the execution of the underwriting agreement with respect to such registration or (iii) the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, Whenever the Issuer Company proposes or is required to register any Registrable Securities of its securities under the Securities Act (other than pursuant to (i) registrations on the demand by holders of securities of the Company pursuant to the right to make such form or similar forms solely demand for the registration of the securities in connection with an employee benefit plan or dividend reinvestment plan; (iiof the Company) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if and the equity securities so registered or proposed registration form to be registered in such IPO are solely on account used may be used for the registration of the Issuer and do not include equity securities of any other party and (y) none Common Stock of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) Company (a “"Piggyback Registration”"), the Issuer Company shall give prompt written notice to the holders of their the Shares of its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any effect such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuera registration and, subject to Sections 2.2(b), 2.3 9(c) and 2.69(d) below, shall use commercially reasonable efforts to cause include in such registration all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities Shares with respect to be so registered. No registration which the Company has received written requests for inclusion therein within 20 days after receipt of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1Company's notice. (b) If, at any time after giving written notice The Registration Expenses (as hereafter defined) of the Issuer’s intention holders of the Shares shall be paid by the Company in all Piggyback Registrations. (c) If a Piggyback Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion all or a number of the securities requested to register be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by (A) holders of securities, other than the Shares, pursuant to agreements executed by the Company and such holders prior to the execution of this agreement which provide therein for piggyback registration rights and by present and future holders of securities issued pursuant to the Company's 1989 Employee Stock Option Plan ("1989 Plan") that are Directors or Sponsors, as defined therein, to the extent permitted under Section 4(c) hereof without any dilutive effect and (B) future holders of the Company's Series C Preferred Stock (up to $13,000,000), pursuant to any agreements executed by the Company and such holders which provide therein for piggyback registration rights, (iii) third, on a pari passu basis, the Shares and securities held by employees who are granted options for such securities under the 1989 Plan or who acquire such securities upon exercise of options under said plan where such options are granted after the date hereof to the extent permitted under Section 4(c) hereof without dilutive effect, and (iv) fourth, other securities requested and permitted to be included in such registration. (d) Notwithstanding anything contained in this Warrant to the contrary, if any holder of the Shares does not elect to include any Shares in a Piggyback Registration, such holder of the Shares shall not be entitled to include any of the Shares in any registration hereunder for six months after the effective date of such Piggyback Registration. (e) Each holder of the Shares agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of equity securities and of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the seven days prior to and (i) the 90-day period beginning on the effective date of any underwritten Piggyback Registration in which any of the Shares are included (except as part of such underwritten registration) and (ii) the seven days prior to and the 120-day period beginning on the effective date of the first firm underwritten public offering of Common Stock of the Company under the Securities Act (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (f) The Company agrees to indemnify, to the extent permitted by law, each holder of the Shares, its partners, officers and directors and each Person (as hereafter defined) who controls such holder (within the meaning of the Securities Act), with respect to any registration which pursuant to this Agreement includes any of the Shares, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement there to or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement filed or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of the Shares. (g) In connection with any registration statement in which any of the Shares are pursuant to this Warrant included, each holder of such Shares shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registrationregistration statement or prospectus and, to the Issuer extent permitted by law, shall determine for indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any reason losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to register the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided that the obligation to delay registration of such equity securities, the Issuer will give written notice of such determination indemnify shall be individual to each Holder of record of Registrable Securities and such holder. (h) Any Person entitled to indemnification hereunder shall (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, give prompt written notice to the rights indemnifying party of Holders under Section 2.1 any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the case reasonably judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (i) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in this Section 9 in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a determination material fact or the omission or alleged omission to delay state a material fact relates to information supplied by the indemnifying party or parties on the one hand or the indemnified party on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such registration untrue statement or omission. The amount paid by an indemnified party as a result of their equity securitiesthe losses, claims, damages or liabilities referred to in the first sentence of this Section 9(i) shall be permitted deemed to delay include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the registration subject of this Section 9(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such Registrable Securities fraudulent misrepresentation. (j) The indemnification provided for under this Warrant shall remain in full force and effect regardless of any investigation made by or on behalf of the same period as indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the delay in registering such other equity transfer of securities. (ck) Any Holder shall have No holder of the right to withdraw its request for inclusion of its Registrable Securities Shares may participate in any registration statement pursuant to this Section 2.2 Agreement which is underwritten unless such holder (i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by giving written notice the holder or holders entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of the Shares included in any underwritten registration shall be required to make any representations or warranties to the Issuer Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of its request to withdraw. Such request must be made in writing prior distribution. (l) For the purposes of this Section 9 "Registration Expenses" means all expenses incident to the earlier Company's performance of or compliance with Section 9 of this Warrant, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the execution of Company and all independent certified public accountants, underwriters (but excluding discounts and commissions) and other Persons retained by the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madeCompany.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such Form S-4, or (ii) registrations on any form or similar forms solely for (including Form S-8) in connection with the registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securitiesthe Holders. Upon the written request of any such a Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such the requesting Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders such requesting Holder in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect a Demand Registrations Registration under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any of its equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders Coeur under Section 2.1 and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any A 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a the withdrawing Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) IfAfter the effective date of this Agreement, at any time, the Issuer proposes or is required to register any Pure Cycle shall notify each Holder holding Registrable Securities in writing at least ten (10) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of Common Stock of Pure Cycle (other than pursuant including registration statements filed at the request of any holder relating to secondary offerings by such holder of Common Stock of Pure Cycle, but excluding registration statements (i) registrations on such form or similar forms solely for registration effected under Section 1.2 of securities in connection with an this Agreement, (ii) registering Common Stock under any employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) registering Common Stock for use in connection with registrations relating an acquisition or corporate reorganization and will afford such Holders an opportunity to an IPO (other than include their Registrable Securities in such registration statement. If a Registration Statement on Form X-0, Xxxx X-0 Holder desires to include in any such registration statement all or any successor forms thereto)part of the Registrable Securities held by the Holder, the Holder shall, within five (x5) if days after receipt of the equity securities above-described notice from Pure Cycle, so registered or proposed to be registered notify Pure Cycle in writing, and in such IPO are solely on account notice shall inform Pure Cycle of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended it wishes to be disposed of by include in such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with (the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered“Piggyback Securities”). No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason If a Holder decides not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion include all of its Registrable Securities in any registration statement pursuant filed by Pure Cycle, it shall nevertheless continue to this Section 2.2 have the right to include any Registrable Securities in any subsequent registration statement as may be filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement Pure Cycle with respect to such registration. Such withdrawal shall be irrevocable andofferings of its securities, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in all upon the registration as to which such withdrawal was madeterms and conditions set forth herein.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities shares of its Common Stock under the Securities Act (other than pursuant to (i) registrations on such form or similar forms form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; , (ii) registrations relating to the acquisition or merger by the Company or any of its subsidiaries of or with any other businesses, (iii) any corporate reorganization or other transaction registered on Form S-4 or a successor form or (iv) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, S-3 or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities shares of its Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securitiesCommon Stock, the Issuer Company will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securitiesits Common Stock, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securitiesshares of its Common Stock. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration statement as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required to register any Registrable Securities of its equity securities (which for the avoidance of doubt includes ADSs for all purposes of this Agreement) for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form F-4 (or Form S-4) or Form S-8 or any similar successor forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; thereto) (ii) including pursuant to a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or Request by any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”Holder), the Issuer Company shall give prompt written notice (the “Piggyback Notice”) of their its intention to do so to each Holder of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such through the applicable Primary Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereofapplicable Participating Holder), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) IfOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (iiy) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration. Such withdrawal . (d) This Section 2.2 shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right subject in all respects to include Registrable Securities in the registration as to which such withdrawal was madeterms of the Orderly Marketing Agreement.

Piggyback Registrations. (a) If, at any timetime prior to the expiration of the Registration Period, the Issuer proposes or Registration Statement contemplated in Section 2.1 above is required not declared effective with respect to all of the Registrable Common Shares and the Company decides to register any of its securities for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities under the Securities Act Common Shares requested by such Investors to be included therein (other than pursuant excluding any Registrable Common Shares previously included in a Registration Statement which has been declared effective and has not been withdrawn). This requirement does not apply to (i) Company registrations on such form Form S-4 or similar forms S-8 or their equivalents relating to equity securities to be issued solely for registration of securities in connection with an employee benefit plan acquisition of any entity or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; business or (iii) equity securities issuable in connection with registrations relating stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered Company in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made writing within 15 days following after receipt from the receipt Company of any notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the above-described written notice (which request shall specify notice. In that event, if the maximum managing underwriter(s) of the public offering impose a limitation on the number of Registrable Securities intended to be disposed shares of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to Common Stock that may be included in the registration statement with Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the securities that the Issuer at the time proposes Company will be obligated to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof include only such limited portion, if any, of the Registrable Securities Common Shares with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Common Shares will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be so registeredincluded by those holders. However, the Company will not exclude any Registrable Common Shares unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled pro rata inclusion with the Registrable Common Shares. No registration rights that limit or subordinate the rights of the Investors to register the Registrable Securities effected under this Section 2.2(a) shall relieve Common Shares will be granted by the Issuer Company until one or more registration statements covering all of its obligations to effect Demand Registrations under Section 2.1the Registrable Common Shares have become effective. (b) If, at No right to registration of Registrable Common Shares under this Section 2.3 limits in any time after giving written notice way the registration required under Section 2.1 above. The obligations of the Issuer’s intention to register any equity securities and prior to Company under this Section 2.3 expire upon the effective date earlier of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case effectiveness of a determination not the Registration Statement filed pursuant to registerSection 2.1 above, shall be relieved of their obligation (ii) after the Company has afforded the opportunity for the Investors to register any Registrable Securities in connection with such abandoned registration, without prejudiceexercise registration rights under this Section 2.3 for two registrations (provided, however, to the rights of Holders under that any Investor that has had any Registrable Common Shares excluded from any Registration Statement in accordance with this Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities 2.3 may include in any registration statement pursuant to this Section 2.2 additional Registration Statement filed by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to Company the earlier Registrable Common Shares so excluded) or (iii) when all of the execution of the underwriting agreement or the execution of the custody agreement with respect Registrable Common Shares held by any Investor may be sold by such Investor under Rule 144 without being subject to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was madevolume restrictions.

Piggyback Registrations. (a) If, at any timetime after an IPO, the Issuer Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Registrable Securities of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form S-4 or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice of their its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) business days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of record Registrable Securities that is an individual, no more than five (5) business days after the filing of Registrable Securitiesthe registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to the filing of such registration statement). Upon the written request of any such Holder, made within 15 five (5) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. Notwithstanding the foregoing, if an institutional Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided that in the case of such underwritten block trade, only Block Eligible Participants shall have a right to notice and to participate, and provided, further, that the Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering. (c) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and. (e) Notwithstanding anything contained herein to the contrary, after making such withdrawalthe Company shall, at the request of any Holder (including to effect a Holder shall no longer have Partner Distribution), file any right to prospectus supplement or post-effective amendments, or include Registrable Securities in the initial registration as statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to which effect such withdrawal was madePartner Distribution).

Piggyback Registrations. (a) IfIf prior to November 5, at any time2005, the Issuer Company proposes or is required to register (including for this purpose a registration effected by the Company for its own account or for selling shareholders) any Registrable Securities of is stock or other securities under the Securities Act (other than pursuant to (i) registrations on such form Form S-8 or similar forms solely for any other registration of securities in connection with an relating to employee benefit plan plans or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement relating solely to a transaction subject to Rule 145 under the Securities Act or a registration on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration any form then in effect, as applicable, whether or which does not for its own account (except as otherwise provided hereinpermit secondary resales) (a the “Piggyback Registration”), the Issuer Company shall promptly give prompt the Holder written notice of their intention the Piggyback Registration. The Holder shall give written notice of its desire to do so to each Holder include the Registrable Securities in the offering (the “Piggyback Notice”) within fifteen (15) days after mailing of record of Registrable Securitiesthe written notice by the Company. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)a timely Piggyback Notice, the IssuerCompany shall, subject to Sections 2.2(bthe provisions of Section 2.1(b) and Section 2.1(c), 2.3 and 2.6, cause to be included in such Piggyback Registration such number of shares of the Registrable Securities as requested pursuant to the Piggyback Notice. The Piggyback Notice shall use commercially reasonable efforts to cause all such set forth the number of shares of Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) Any Holder The Company shall have the right to terminate or withdraw its request for inclusion any Registration initiated by it under this Section 2 prior to the effectiveness of its the Registration Statement whether or not the Holder has elected to include Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdrawRegistration. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement termination or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, not give the Purchaser a Holder shall no longer have any right to include Registrable Securities in a future Registration where the registration Purchaser’s rights under this Agreement have been terminated prior to the Company’s withdrawal or termination of the Registration Statement. (c) In connection with any offering involving an underwriting of common stock, the Company shall not be required under this Section 2 to include any of the Holder’s securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If the total amount of securities, including the Registrable Securities, requested by the Holder to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Holder shall not be entitled to include the Registrable Securities in the offering. (d) The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is nine (9) months from the date of filing (the “Effectiveness Period”) or such withdrawal was madeshorter period ending when (i) all Registrable Securities covered by the Registration Statement have been sold in the manner set forth and as contemplated in the Registration Statement or (ii) may be sold without limitation under Rule 144(k).

Piggyback Registrations. (a) If, If at any time, time during the Issuer proposes or Effectiveness ----------------------- Period there is required to register any not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act (of any of its equity securities, other than pursuant on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer shall give prompt written notice of their intention to do so to each Holder of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) Ifif, at any time after giving written notice of the Issuer’s is intention to register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Issuer shall determine Company determines for any reason not to register or to delay registration of proceed with such equity securitiesregistration, the Issuer will give Company may, at its election, given written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to registerHolders and, shall thereupon, will be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination by the Company to delay such registration of their equity its securities, shall the Company will be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, If the Issuer Company proposes or is required to register any Registrable Securities of its equity securities (which for the avoidance of doubt includes ADRs for all purposes of this Agreement) for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to (i) registrations on such form Form F-4 (or Form S-4) or Form S-8 or any similar successor forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; thereto) (ii) including pursuant to a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or Request by any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”Holder), the Issuer Company shall give prompt written notice (the “Piggyback Notice”) of their its intention to do so to each Holder of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such through the applicable Primary Holder, made within 15 five (5) days following the receipt of any such written notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereofapplicable Participating Holder), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof. (b) IfOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice of the Issuer’s intention to register any equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (iiy) in the case of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration. Such withdrawal . (d) This Section 2.2 shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right subject in all respects to include Registrable Securities in the registration as to which such withdrawal was madeterms of the Orderly Marketing Agreement.

Piggyback Registrations. (a) If, If at any time, time the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under in accordance with Section 2.1; 2.1 hereof or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 S-4 or Form S-8 or any similar successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”), the Issuer Company shall give prompt written notice at least thirty (30) days prior to the filing of their any registration statement under the Securities Act (and in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) of its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 twenty (20) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.62.6 hereof, shall use commercially its reasonable best efforts to cause all such Registrable Securities Securities, the Holders of which have so requested the registration thereof, to be included in registered under the registration statement Securities Act with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to a Form 8-K. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer Company of its obligations to effect Demand Registrations under Section 2.12.1 hereof (b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person (including any Demand Registration pursuant to Section 2.1 hereof), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Holders of a majority of the Registrable Securities in connection with any underwritten offering being effected pursuant to such registration. (bc) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will Company may, at its election, give written notice of such determination to each Holder all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 2.1, and (ii) in the case ease of a determination to delay such registration of their its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (cd) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder (including to effect such Partner Distribution).

Piggyback Registrations. (a) If, at any time, If the Issuer proposes or is required to register any Registrable Securities Company shall propose the registration on an appropriate form under the Securities Act of the sale of any of its securities, for itself or for any other securityholder of the Company (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 S-4 or Form S-11 or Form S-3, as applicableS-8, or an equivalent general registration any form then in effect, as applicable, whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”substituted therefor), the Issuer shall Company shall, in respect of each such proposed registration occurring after the Closing Date, promptly give prompt the Holders written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration. Upon written notice or telegraphic or telephonic notice of their intention the Holders followed as soon as practicable by written confirmation thereof, given to do so to each Holder the Company within ten (10) Business Days after the giving of record such notice of Registrable Securities. Upon a proposed offering by the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)Company, the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, Company shall use its commercially reasonable efforts to include or cause to be included in any registration statement related to such proposed offering the sale of all or such Registrable Securities portion of the Underlying Common Stock as a Holder may request; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the sale of the securities originally proposed to be registered; and provided further, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, the "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce (a "Cutback") the amount offered for the accounts of Selling Stockholders (including Holders) to a number deemed satisfactory by such managing underwriter and shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, and (ii) second, the securities sought to be registered by Selling Stockholders (including the Holders) on a pro rata basis in accordance with the total number of securities sought to be registered by all Selling Stockholders. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of Common Stock, any request pursuant to this Section 7.02 to register shall specify that such Underlying Common Stock is to be included in the registration statement with underwriting on the securities that same terms and conditions as the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method shares of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected Common Stock, if any, otherwise being sold through underwriters under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (ai) IfSubject to the applicable securities Laws, at any timefrom and after the Closing Date, subject to the Issuer terms and conditions hereof, whenever the Company proposes or is required to register any Registrable Securities Ordinary Shares under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or F-4 or any successor form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; thereto, (ii) on Form S-8 or F-8 or any successor form thereto or otherwise relating solely to the sale of securities to participants in an Incentive Plan, (iii) on a Demand Shelf Registration Statement, (iv) pursuant to paragraph (a), (v) relating to a corporate reorganization or other transaction under Section 2.1Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable); (vi) 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 Shares; or (iiivii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (except as otherwise provided hereinwhich the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered) (a “Piggyback Registration”), whether for its own account or for the Issuer account of others, the Company shall give the Holders prompt written notice of their intention thereof (but not less than ten (10) days prior to do so to each Holder of record of Registrable Securities. Upon the written request filing by the Company with the Commission of any such Holder, made within 15 days following the receipt of any such written registration statement with respect thereto). Such notice (which request a “Piggyback Notice”) shall specify the maximum number of Ordinary Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, 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 shares of Company Common Stock, in each case, to the extent then known. Subject to paragraph (b) (ii), the Company shall include in each such Piggyback Registration all Registrable Securities held by the Holders with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities intended requested to be disposed of by the Holders) for inclusion therein within five (5) days after such Holder and Piggyback Notice is received by the intended method of distribution thereof)Holders. (ii) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the Issuerlead managing underwriter(s) advises the Company that, subject to Sections 2.2(b)in its (their) opinion, 2.3 and 2.6, shall use commercially reasonable efforts to cause the inclusion of all such Registrable Securities the Ordinary Shares sought to be included in such Piggyback Registration would adversely affect the success thereof, then the Company shall include in the registration statement with applicable to such Piggyback Registration only such Ordinary Shares is so advised by such lead managing underwriter(s) can be sold without such an effect and in the following order of priority: (i) first, the securities that the Issuer at the time Company proposes to register sell; and (ii) up to permit the sale or other disposition number of Registrable Securities requested to be included in such Piggyback Registration by the Holders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof. (iii) For clarity, in connection with any Underwritten Offering under this paragraph 8(b) for the Company’s account, the Company shall not be required to include the Registrable Securities of the Holders in accordance with the intended method of distribution thereof Underwritten Offering unless the Holders accept the terms of the Registrable Securities to underwriting agreement (which shall be so registered. No registration of Registrable Securities effected under this Section 2.2(ain customary form) as agreed upon between the Company and the lead managing underwriter(s), which shall relieve be selected by the Issuer of its obligations to effect Demand Registrations under Section 2.1Company. (biv) If, at any time after giving written notice of the Issuer’s its intention to register any equity securities Ordinary Shares as set forth in this paragraph 8(b) and prior to the effective date of time the registration statement filed in connection with such registrationPiggyback Registration is declared effective, the Issuer Company shall determine for any reason not to register or to delay registration of such equity securitiesOrdinary Shares, the Issuer will Company may, at its election, give written notice of such determination to each Holder of record of Registrable Securities the Holders and (i) in the case of a determination not to register, thereupon shall be relieved of their its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned registrationPiggyback Registration; provided, without prejudice, however, that the Holders may elect to require the Company to continue the registration as a Demand Registration pursuant to the rights terms of Holders under Section 2.1 paragraph 8(a). (v) Any time that a Piggyback Registration involves an Underwritten Offering, the Company shall select (in its sole discretion) the investment banker(s) and manager(s) that will serve as managing underwriters (iiincluding which such managing underwriters will serve as lead or co-lead) in and underwriters with respect to the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration offering of such Registrable Securities for the same period as the delay in registering such other equity securitiesSecurities. (c) 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 by giving written notice to the Issuer of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time, the Issuer Company proposes or is required to register any Registrable Securities of its equity securities under the Securities Act (other than pursuant to Form S-4 or Form S-8 (ieach as promulgated under the Securities Act) registrations on such form or similar forms their then equivalents relating to equity securities to be issued solely for registration of securities in connection with an employee benefit plan any acquisition of any entity or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; business or (iii) equity securities issuable in connection with registrations relating to an IPO (the stock option or other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)employee benefit plans) on a registration statement on Form S-1 S-1, Form S-2 or Form S-11 or Form S-3, as applicable, S-3 (or an equivalent general registration form then in effect, as applicable), whether or not for its own account (except as otherwise provided herein) (a “Piggyback Registration”)account, the Issuer Company shall give prompt written notice of their its intention to do so to each Holder of the Holders of record of Registrable Securities. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method Plan of distribution Distribution thereof), the IssuerCompany shall, subject to Sections 2.2(b)2.3 hereof, 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities Securities, the holders of which have so requested the registration thereof, to be included in the registration statement with the securities that which the Issuer Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method Plan of distribution thereof Distribution thereof) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1. (b) If, at any time after giving written notice of the Issuer’s intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such equity securities, the Issuer will give written notice of such determination to each Holder of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of their obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of their equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (c) 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 by giving written notice to the Issuer Company of its request to withdraw. Such ; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement agreement, if applicable, with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.