Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 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 Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Datedate hereof, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4 or (y) on a registration statement on Form S-8 (or, Form S-2 in any of the cases of (x) or Form S-3 (or an equivalent general registration form then in effecty), on any successor forms thereto)) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 five days following the receipt of after such Piggyback Notice is received by such Person (any such written notice Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 effecteffect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.

Piggyback Registrations. (a) IfAt any time prior to the earlier to occur of the fifth anniversary of the Distribution Date and the date on which the Registrable Securities then held by the Holder(s) represent less than 1% of SpinCo’s then-issued and outstanding SpinCo Shares (or, if the Registrable Securities include securities other than SpinCo Shares, less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”), then, as soon as practicable, but in any event not less than 15 days prior to the proposed date of filing such Registration Statement, SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt giving written notice of its intention to do so Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") rights of any Holder to request that such HolderRegistration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, made within 10 days following the receipt of shall be permitted to delay Registering any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by for the same period as the delay in Registering such Holder and other SpinCo Shares in the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effectSpinCo Public Sale. No registration Registration effected under this Section 2.2(a) 2.02 shall relieve the Company SpinCo of its obligations obligation to effect any Demand RegistrationsRegistration under Section 2.01. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be a SpinCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account and/or for the account of any other Persons will be a SpinCo Public Sale, unless such offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2.02(a).

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "i) if a Piggyback Request") Notice is required by this paragraph, of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 5 days following the receipt after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such written notice Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each 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. Piggyback rights included in this Section 2.2(a) include the right to piggyback on underwritten offerings or underwritten Block Trades by other shareholders of the Company whose shares may be registered on a reoffer/resale prospectus filed pursuant to a Form S-8. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 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 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 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 Shareholder 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 Shareholder and such Shareholder 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.

Piggyback Registrations. (a) IfSubject to Section 4(b), at any time after whenever prior to the Registration Rights Trigger Date, Termination Date the Company proposes or is required to register any of its equity 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 other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 (or similar form(sform that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) solely for registration of securities in connection with an employee benefit plan any dividend or dividend distribution reinvestment plan or a mergersimilar plan, consolidation (iv) of Ordinary Shares or other business combination transaction securities issuable or deliverable in connection with the Deferred Share Entitlements or (iiv) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 in connection with any securities issuable or Form S-3 (deliverable upon the conversion or an equivalent general registration form then in effectexchange of any convertible or exchangeable debt instruments), whether or not for its own accountaccount or for the account of one or more shareholders of the Company (other 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 Company shall give prompt at least ten (10) Business Days’ prior written notice to each Holder of Registrable Securities that, to its knowledge, holds (together with its Permitted Transferees) at least 1.0% of the Company’s outstanding share capital of its intention to do so effect such a registration and, subject to each Sections 4(b) and 4(c), shall include in such Registration Statement and in any offering of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any Ordinary Shares to be made pursuant to such Holder, made within 10 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 for the account of such Holder; provided that the Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback Registration to Holders or, in the case of a 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 impose on the Company any obligation to proceed with any Piggyback Registration and the intended method of distribution 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 Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests then appropriate form for an offering to be registered made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by a “Piggyback Shelf Registration Statement”), the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to shall 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 effected under this Section 2.2(a) shall relieve notified by the Company of its obligations and shall have the right, but not the obligation, to effect Demand Registrationsparticipate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, If the Company at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form any Stock or similar form(s) solely any security convertible into or exchangeable or exercisable for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect)Stock, whether or not for sale for its own accountaccount and other than pursuant to a Demand Registration (it being understood that an Investor may include its Registrable Stock in a registration effected pursuant to a Demand Registration in accordance with Section 6(a)), on a form and in a manner which would permit registration of the Registrable Stock held by an Investor for sale to the public under the Securities Act, the Company shall give prompt written notice of its intention to do so the proposed registration to each Investor not later than thirty (30) days prior to the filing thereof. Each Investor shall have the right to request that all or any part of its Registrable Stock be included in such registration. Each Investor can make such a request by giving written notice to the Holders of record of Registrable Securities. Upon the written request Company within ten (the "Piggyback Request"10) of any such Holder, made within 10 days following Business Days after the receipt of any such written the Company’s notice (which request shall specify of the maximum number of Registrable Securities intended to be disposed of by such Holder proposed registration; provided, however, that if the registration is an underwritten registration and the intended method of distribution thereof)there is an Underwriter Cutback, the Company shallwill include in such registration only the number of securities that, subject to Sections 2.2(b)in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the offering, 2.3 and 2.6 hereofas follows: first, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company proposes to sell; second, the Registrable Stock of such Investors, pro rata among all such Investors on the basis of the relative percentage of Registrable Stock then held by all Investors who have requested that Registrable Stock owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Investors); and third, the comparable securities of any additional holders of the Company’s securities (including any such securities held by current or former officers or employees of or consultants to the Company), pro rata among all such holders on the basis of the relative percentage of such securities then held by all such holders who have requested that securities owned by them be so included. For purposes of any Underwriter Cutback pursuant to this Section 6(b), all Registrable Stock proposed to be sold by any Investor shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or Affiliates of such Investor, or the estates and family members of any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the time proposes election of such Investor or such partners, retired partners, trusts or Affiliates, any Charitable Organization to register) which any of the foregoing shall have contributed Registrable Stock prior to permit the sale execution of the underwriting agreement in connection with such underwritten registration, and such Investor and other Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of securities proposed to be sold by all entities and individuals included in such selling Investor, as defined in this sentence. Registrable Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Investor shall be sold to the prospective underwriters, on the terms and subject to the conditions of one or other disposition by more underwriting agreements negotiated between the Holders (holders of Registrable Stock to which such Registration Statement relates, the Company and the prospective underwriters. Any Investor who holds Registrable Stock being registered in accordance any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the intended method of distribution thereof) lead underwriter of the Registrable Securities to be so registered. There is no limitation on the number terms of such piggyback registrations pursuant underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationsany Investor.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under on Form S-8 or any successor form thereto, (iii) pursuant to Section 2.3, or (iv) pursuant to Section 2.1) on (a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 2.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1, S-4 or a registration statement on Form S-2 S-8 or Form S-3 any successor forms thereto) (or an equivalent general registration form then in effecta "Piggyback Registration"), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Stockholders prompt written notice thereof (but not less than ten business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a "Piggyback Notice") shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request of any Persons that on the date of the Piggyback Notice constitute a Piggyback Stockholder (the a "Piggyback RequestSeller") of any such Holder, made within 10 days following the receipt of any such written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company's equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfIf SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “SpinCo Public Sale”)), then, as soon as practicable, but in any event not less than fifteen (15) days prior to the proposed date of filing such Registration Statement, SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), SpinCo shall use its reasonable best efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five (5) business days after the written receipt of any such notice; provided, however, that if, at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt giving written notice of its intention to do so Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") rights of any Holder to request that such HolderRegistration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, made within 10 days following shall be permitted to delay Registering any Registrable Securities for the receipt same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be a SpinCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account and/or for the account of any other Persons will be a SpinCo Public Sale, unless such written notice (which request offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2.02(a); provided, further that if SpinCo files a Shelf Registration for its own account and/or for the account of any other Persons, SpinCo agrees that it shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered include in such Registration Statement such disclosures as may be required by Piggyback Requests to be registered Rule 430B under the Securities Act (with the securities which the Company at the time proposes in order to register) to permit the sale or other disposition by ensure that the Holders (in accordance with may be added to such Shelf Registration at a later time through the intended method filing of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationsa Prospectus supplement rather than a post-effective amendment.

Piggyback Registrations. (a) IfSubject to the limitations set forth in this Agreement (including ARTICLE II), at any time from and after the Registration Rights Trigger Datefirst anniversary of the Effective Time, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1 (a “Piggyback Registration”)), whether or not for its own accountaccount or for the account of others, the Company shall give the Investors prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by the Investors 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 Investors) for inclusion therein within five (5) days after such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition Notice is received by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsInvestors.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or is required to register for sale any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not either for its own accountaccount or the account of a security holder or holders, other than a 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 S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the 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 its intention to do so effect such sale or registration to each 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 the Holders Lock-Up Period) all of record of such Registrable Securities. Upon the Securities as are specified in a written request or requests (“Piggyback Requests”) made by the "Piggyback Request"Stockholder received by the Company within three (3) days of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsStockholder.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Dateother than pursuant to Section 2.1 and Section 2.2, the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock or any other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any of the Company’s equity securities, whether for sale for its own account or for the account of another Person (other than pursuant to a registration statement (i) registrations on such form Form S-0, Xxxx X-0 or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction any successor forms thereto or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 filed solely in connection with any employee benefit or Form S-3 (or an equivalent general registration form then in effectdividend reinvestment plan), whether or not for its own account, then the Company shall give prompt written notice of its intention to do so to each of such proposed filing at least 30 days before the Holders of record of Registrable Securities. Upon the written request anticipated filing date (the "“Piggyback Request"Notice”) of any to the Holders. The Piggyback Notice shall offer the Holder the opportunity to include in such Holder, made within 10 days following registration statement the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended (for purposes of this Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be disposed of offered by such Holder and the intended method of distribution thereofCompany for its own account) as they may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause shall include in each such Piggyback Registration all Registrable Securities covered by Piggyback Requests with respect to be registered under the Securities Act (with the securities which the Company at has received written requests for inclusion therein within 10 days after notice has been given to the time proposes Holders. The Holders shall be permitted to register) to permit the sale withdraw all or other disposition by the Holders (in accordance with the intended method of distribution thereof) part of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant from a Piggyback Registration at any time at least 5 Business Days prior to the preceding sentence which effective date of the Company is obligated Registration Statement relating to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationssuch Piggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention to do any registration statement with respect thereto), provided, however, that no notice shall be required so to each long as the Stockholders, together, have Beneficial Ownership of at least 40% of the Holders Voting Power of record the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of Registrable Securitiesequity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "i) if a Piggyback Request") Notice is required by this paragraph, of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 five days following the receipt after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such written notice Piggyback Registration is a Stockholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement pursuant to Section 5.3 or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 5.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all holders of Registrable Securities prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4 or (y) on a registration statement on Form S-8 (or, Form S-2 in any of the cases of (x) or Form S-3 (or an equivalent general registration form then in effecty), on any successor forms thereto)) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 five days following the receipt of after such Piggyback Notice is received by such Person (any such written notice Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company (i) proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4, (y) on a registration statement on Form S-2 S-8 (or, in any of the cases of (x) or Form S-3 (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an equivalent general registration form then in effectUnderwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Shareholders prompt written notice thereof (but not less than five business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Shareholder, made given within 10 days following (A) one business day, in the receipt case of any Block Trade Offering, or (B) three business days, in the case of any other offering, after such written notice Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its 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 record 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 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 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.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1, S-4 or a registration statement on Form S-2 S-8 or Form S-3 any successor forms thereto) (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Stockholders prompt written notice thereof (but not less than ten business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following Persons that on the receipt date of any such written notice the Piggyback Notice constitute a Piggyback Stockholder (a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Restricted Period, subject to the Company terms and conditions hereof, whenever Parent proposes or is required to register any of its equity securities Parent Common Stock under the Securities Act (other than pursuant to a registration by Parent (i) registrations on such Form S-4 or any successor form thereto (or similar form(sform that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form thereto (or other registration solely for registration relating to an offering or sale to employees or directors of securities Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan, (v) incidental to an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction issuance of debt securities under Rule 144A or (iivi) pursuant to Section 4.1) (such registration other than those referred to in the immediately preceding parenthetical, a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company Parent shall give each Holder prompt written notice thereof (but not less than fifteen (15) Business Days prior to the filing by Parent with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Parent Common Stock proposed to do so to each 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 Parent of the proposed minimum offering price of such shares of Parent Common Stock, in each case to the extent then known. Subject to Section 4.2(b), Parent shall include in each such Piggyback Registration all Registrable Securities held by the Holders of record of Registrable Securities. Upon the with respect to which Parent has received a written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such which written notice (which request shall specify the maximum number of Registrable Securities intended requested to be disposed of by each Holder) for inclusion therein within ten (10) Business Days after such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Notice is received by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationseach Holder.

Piggyback Registrations. (a) If, at any Each time after the Registration Rights Trigger Date, the Company Partnership proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (iwhether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) registrations on such of the Partnership pursuant to contractual registration rights) and the form or similar form(sof registration statement to be used (including a Shelf Registration Statement) solely for permits the registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountRegistrable Securities, the Company Partnership shall give prompt written notice (a “Piggyback Registration Notice”) to each Holder and the Existing Holders (which notice shall be given not less than (i) five Business Days prior to the anticipated filing date or (ii) three Business Days prior to the anticipated filing date in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any or all of its intention to do so to each of the Holders of record of or his Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Upon Each such Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the written request Partnership in writing (stating the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended desired to be disposed registered) within three Business Days (or one Business Day in the case of by an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder and shall have the intended method right to withdraw such Hxxxxx’s request for inclusion of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all or a portion of such Holder’s Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. There is no limitation on the number of such piggyback registrations any registration statement pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall relieve include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company Partnership 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 its obligations all other equity securities originally proposed to effect Demand Registrationsbe registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Shareholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention to do any registration statement with respect thereto); provided, however, that no notice shall be required so to each long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Holders Voting Power of record the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of Registrable Securitiesequity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "i) if a Piggyback Request") Notice is required by this paragraph, of any Person that on the date of such HolderPiggyback Notice is a Shareholder, made given within 10 five days following the receipt after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such written notice Piggyback Registration is a Shareholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after following the Registration Rights Trigger Date, termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 S-8 or any successor forms thereto) (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following Persons that on the receipt date of any such written notice the Piggyback Notice constitute a Piggyback Shareholder (a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within five (5) Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (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 Registrable Securities that is an individual, no more than ten (10) 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 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 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.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to each 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 effecteffect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Demand Shareholders (other than pursuant to the PIPE Registration Statement or a registration by the Company (i) registrations on such Form F-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 or Form S-3 (or an equivalent general registration form then in effectiii) pursuant to Section 1.1) (a “Piggyback Registration”), whether or not for its own account, the Company shall give all Holders prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 Company 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 Company Ordinary Shares, in each case to the extent then known. Subject to Sections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Shareholders prompt written notice thereof (but not less than ten business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request (the "Piggyback Request") of any such HolderPerson that on the date of the Piggyback Notice is a Piggyback Shareholder (each, made within 10 days following the receipt of any such written notice a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 or Form S-3 (or an equivalent general registration form then in effectiii) pursuant to Section 1.1) (a “Piggyback Registration”), whether or not for its own account, the Company shall give all Holders prompt written notice of its intention thereof (but not less than ten days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any Each time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (iwhether for the account of the Company or the account of any Existing Holder) registrations on such and the form or similar form(s) solely for of registration statement to be used permits the registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountRegistrable Securities, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number Holder of Registrable Securities intended (which notice shall be given not less than 30 days prior to be disposed the anticipated filing date or two Business Days in the case of by an Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder and the intended method opportunity to include any or all of distribution thereof), the Company shallits or his Registrable Securities in such registration statement, subject to Sections the limitations contained in Section 2.2(b), 2.3 and 2.6 ) hereof, use . Each Holder who desires to have its reasonable best efforts to cause all or his Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which included in such registration statement shall so advise the Company at the time proposes to register) to permit the sale or other disposition by the Holders in writing (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. There is no limitation on stating the number of shares desired to be registered) within 20 days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) after the date of such piggyback registrations notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve by giving written notice to the Company of its obligations such withdrawal. Subject to effect Demand RegistrationsSection 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Restricted Period, subject to the Company terms and conditions hereof, whenever Parent proposes or is required to register any of its equity securities Parent Common Stock under the Securities Act (other than pursuant to a registration by Parent (i) registrations on such Form S-4 or any successor form thereto (or similar form(sform that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form thereto (or other registration solely for registration relating to an offering or sale to employees or directors of securities Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement, (iv) in connection with an employee benefit any dividend or distribution reinvestment or similar plan or dividend reinvestment plan or (v) pursuant to Section 5.1) (such registration other than those referred to in the immediately preceding parenthetical, a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company Parent shall give the Investor prompt written notice thereof (but not less than seven (7) Business Days prior to the filing by Parent with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Parent Common Stock proposed to do so to each 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 Parent of the Holders proposed minimum offering price of record such shares of Parent Common Stock, in each case to the extent then known. Subject to Section 5.2(b), Parent shall include in each such Piggyback Registration all Registrable Securities. Upon Securities held by the Investor with respect to which Parent has received a written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such which written notice (which request shall specify the maximum number of Registrable Securities intended requested to be disposed of by the Investor) for inclusion therein within four (4) Business Days after such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition Notice is received by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsInvestor.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the First Step Restricted Period (but, subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 5.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all holders of Registrable Securities prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4, (y) on a registration statement on Form S-2 S-8 or Form S-3 (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or an equivalent general registration form then in effect(y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 five days following the receipt of after such Piggyback Notice is received by such Person (any such written notice Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company (i) proposes or is required to register any Equity Securities of its equity securities the Company under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1F-4 or S-4, as applicable, (y) on a registration statement on Form S-2 S-8 (or, in any of the cases of (x) or Form S-3 (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an equivalent general registration form then in effectUnderwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Shareholders prompt written notice thereof (but not less than [***] Business Days prior to the filing by the Company with the Commission of its intention to do so to each any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of Equity Securities of the Holders Company proposed to be registered, the proposed date of record filing of Registrable Securitiessuch registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Shareholder, made given within 10 days following (A) [***] Business Days, in the receipt case of any Block Trade Offering, or (B) [***] Business Days, in the case of any other offering, after such written notice Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the Company at has received such written requests for inclusion to be included in such Piggyback Registration on the time proposes to register) to permit same terms and conditions as the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) Equity Securities of the Registrable Securities to be so registered. There is no limitation on the number of Company being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after following the Registration Rights Trigger Date, termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 S-8 or any successor forms thereto) (or an equivalent general registration form then in effecta "Piggyback Registration"), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a "Piggyback Notice") shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request of any Persons that on the date of the Piggyback Notice constitute a Piggyback Shareholder (the a "Piggyback RequestSeller") of any such Holder, made within 10 days following the receipt of any such written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within five (5) Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company's equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, If the Company at any time after the proposes to file a Registration Rights Trigger Date, the Company proposes or is required Statement with respect to register any offering of its equity securities under for its own account or for the Securities Act account of other Persons (other than (A) the Registration Statement with respect to the IPO, (B) a Registration under Section 2.1 hereof, (C) a Registration on Form F-4 or S-8 or any successor form to such forms, or (D) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to (i) registrations on such form any employee stock plan or similar form(s) solely for registration of securities in connection with an other employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effectarrangement), whether or not for its own account, the Company shall give prompt written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of its intention filing of such Registration Statement, to do so all Investors and such notice shall offer to each of Investors the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any opportunity, subject to Section 2.2(b), to Register under such Holder, made within 10 days following the receipt of any Registration Statement such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed as such Investors may request (a “Piggyback Registration”). Within twenty-one (21) days after receipt of by such Holder and the intended method of distribution thereof)notice, the Company Investors shall, subject to Sections Section 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts have the right by notifying the Company in writing to cause all require the Company to include in such Registration Statement such number of Registrable Securities covered as such Investor may request (including Registrable Securities owned by the Investor’s Affiliates); provided that the Company shall have the right to propose or withdraw any such Registration in respect of which a Piggyback Requests Registration is requested without any obligations to the Investor requesting the Piggyback Registration. If the offering pursuant to such Registration Statement is to be registered under an Underwritten Offering, then the Securities Act (Company shall consult with the securities which Investors regarding the election of the Managing Underwriter and make such arrangements with the Managing Underwriter so that the Investors and/or their Affiliates may participate, subject to Section 2.2(b) in such Underwritten Offering on the same terms as the Company at and the time proposes other Persons selling securities in such Underwritten Offering. If the offering pursuant 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 such Registration Statement is to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which any other basis, then the Company is obligated will make such arrangements so that each Investor may participate, subject to effectSection 2.2(b) in such offering on such basis. No registration effected In connection with any Registration under this Section 2.2(a) shall relieve 2.2 involving an Underwritten Offering, the Company shall not be required to include any Registrable Securities in such Registration unless the Investors accept the terms of its obligations to effect Demand Registrationsthe relevant underwriting agreement.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S‑4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on the Shelf Registration Statement pursuant to Section 5.3 other than a registration statement on Form S-1, Form S-2 Marketed Underwritten Shelf Offering or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 5.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all holders of Registrable Securities prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time from and after the Registration Rights Trigger Datedate that is one hundred eighty (180) days after the date of this Agreement, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) business days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time from and after the Registration Rights Trigger Datedate that is one hundred eighty (180) days after the date of Closing, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions of this Agreement, if the Company at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to Section 2(a)) proposes to file (x) a Registration Statement to register any Common Shares under the Securities Act, whether for its own account or for the account of one or more holders of Common Shares other than the Searchlight Parties (the “Requesting Piggyback Shareholders”) or both (except with respect to a registration statement (i) registrations on such form or similar form(s) solely for registration an offering that will be completed prior to the Registrable Date in which the Searchlight Parties would be prohibited from selling any Registrable Securities by Section 5.04 of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction the Reorganization Agreement or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1X-0, Form S-2 X-0 or Form S-3 another form in connection with any dividend reinvestment or similar plan, or for the purpose of offering securities to be delivered as consideration in a business combination) or (y) following the Registrable Date, a prospectus supplement relating to the sale of Common Shares by the Company or any Requesting Piggyback Shareholders pursuant to an equivalent general registration form then in effect)effective ASRS, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which the Searchlight Parties may participate in such offering without the filing of a post-effective amendment, and in the case of clause (y), for its own accountthe sale of Common Shares by the Company or Requesting Piggyback Shareholders (any filing to be made under clause (x) or (y), a “Piggyback Registration Filing”), the Company shall will give prompt written notice to the Searchlight Parties of its intention to do so (such notice to each be given not less than ten (10) Business Days prior to the anticipated filing date of the Holders related filing or, in the case of record of Registrable Securitiesany overnight or bought underwritten offering, twenty-four (24) hours prior to the anticipated filing date). Upon the written request of any of the Searchlight Parties, which may be a joint written request from more than one of the Searchlight Parties, received by the Company within ten (10) Business Days after the "Piggyback Request") giving of any such Holdernotice by the Company or, made in the case of any overnight or bought underwritten offering, within 10 days following twenty-four (24) hours after the receipt giving of any such written notice (which request shall specify by the maximum number of Company, to include Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereofSearchlight Parties in the Piggyback Registration Filing (a “Piggyback Registration Request”), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its commercially reasonable best efforts to cause all the Registrable Securities covered by Piggyback Requests of the Searchlight Parties as to which inclusion shall have been so requested to be registered under included in the Securities Act (with Piggyback Registration Filing, all to the securities which the Company at the time proposes to register) extent required to permit the sale or other disposition by the Holders Searchlight Parties of such Registrable Securities so registered (a “Piggyback Registration”), provided, that the Searchlight Parties shall not be entitled to include any Registrable Securities on a Piggyback Registration Filing unless the aggregate offering price for such Registrable Securities to be offered by the Searchlight Parties, collectively, as such amount would be determined on the cover page of an applicable Registration Statement on the filing date of such Piggyback Registration Filing, is at least $25,000,000. If no Piggyback Registration Request is received within the specified time, the Searchlight Parties shall have no further right to participate in such offering (for the avoidance of doubt, if the offering is pursuant to a shelf Registration Statement, this sentence shall not preclude participation in any future offering thereunder). The Selling Searchlight Parties shall be entitled to sell the Registrable Securities included in a Piggyback Registration Filing in accordance with the intended method of distribution thereofrequested by the Selling Searchlight Parties; provided, if the Piggyback Registration Filing relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Selling Searchlight Parties must sell all Registrable Securities included on the Piggyback Registration Filing in such underwritten offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Company and the Requesting Piggyback Shareholders, if any (including any applicable lock-up provision restricting sales, transfers or dispositions of Common Shares, and without regard for the proviso in Section 5(c)). In the case of an underwritten offering, if the managing underwriter shall advise that, in its opinion, an Underwriter Cutback is required, then the shares to be included in such underwritten offering will be based on the following priority: (i) first, the number of Common Shares the Company seeks to include, up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering; (ii) second, in addition to shares included pursuant to the preceding clause (i), the number of Registrable Securities requested to be so registered. There is no limitation included by the Selling Searchlight Parties and Common Shares requested to be included by the Requesting Piggyback Shareholders, on a pro rata basis (based on the number of Common Shares owned by each of such piggyback registrations Persons), up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering. The Company may withdraw a Piggyback Registration Filing prior to any sales being made pursuant to the preceding sentence Piggyback Registration Filing, in which case the Company is obligated shall be relieved of its obligation to effect. No registration effected under this Section 2.2(a) register the Registrable Securities solely with respect to such withdrawn Piggyback Registration Filing, and shall relieve not be required to keep a Registration Statement related to the offering effective for longer than the period contemplated by the intended manner of distribution for the shares to be sold by the Company and any Requesting Shareholders described in the Prospectus included in the related Registration Statement. For the avoidance of its obligations doubt, no Piggyback Registration shall count toward the number of requests for a Demand Registration that the Selling Searchlight Parties are entitled to effect Demand Registrationsmake pursuant to Section 2(a).

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the "Piggyback Notice") of its intention to do so to each 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 effecteffect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 hereof.

Piggyback Registrations. (a) If, If the Company at any time after the proposes to file a Registration Rights Trigger Date, the Company proposes or is required Statement with respect to register any offering of its equity securities under for its own account or for the Securities Act account of other Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form F-4 or S-8 or any successor form to such forms, or (C) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to (i) registrations on such form any employee stock plan or similar form(s) solely for registration of securities in connection with an other employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effectarrangement), whether or not for its own account, the Company shall give prompt written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of its intention filing of such Registration Statement, to do so to each of the all Holders of record Registrable Securities and such notice shall offer to Holders of Registrable Securities. Upon Securities the written request (the "Piggyback Request") of any opportunity, subject to Section 2.2(b), to Register under such Holder, made within 10 days following the receipt of any Registration Statement such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by as such Holder and the intended method of distribution thereofHolders may request (a “Piggyback Registration”), Within twenty-one (21) days after receipt of such notice, the Company Holders of Registrable Securities shall, subject to Sections Section 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts have the right by notifying the Company in writing to cause all require the Company to include in such Registration Statement such number of Registrable Securities covered as such Holder may request (including Registrable Securities Beneficially Owned by the Holder’s Affiliates). Unless HTIHL has elected to participate in such Piggyback Requests Registration, nothing in this Section 2.2 shall give Orascom the right to participate in a Piggyback Registration at any time when any amount remains payable by it under the Promissory Note or by the Parent under the terms of the Parent Guarantee. If the offering pursuant to such Registration Statement is to be registered under an Underwritten Offering, then the Securities Act (Company shall make such arrangements with the securities which Managing Underwriter so that the Holders of Registrable Securities and/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the same terms as the Company at and the time proposes other Persons selling securities in such Underwritten Offering. If the offering pursuant 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 such Registration Statement is to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which any other basis, then the Company is obligated will make such arrangements so that each Holder may participate, subject to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations2.2(b), in such offering on such basis.

Piggyback Registrations. (a) If, If at any time after the Registration Rights Trigger Date, the Company proposes or is required to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a reg- istration on Form S-4 or Form S-8, or any successor or similar forms), or any shares of Common Stock held by GSCP pursuant to (i) registrations on such form or similar form(s) solely for Section 3.1(b), in a manner that would permit registration of securities Registrable Securities for sale to the public under the Securi- ties Act and in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountunderwritten offering, the Company shall will each such time promptly give prompt written notice to all Stockholders who beneficially own any Registrable Securities of its intention to do so to each so, of the Holders registration form of record the SEC that has been se- lected by the Company and of Registrable Securities. Upon the written request such holders' rights under this Section 3.1 (the "Piggyback RequestNotice") of any such Holder, made within 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 . The Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, will use its reasonable best efforts to include, and to cause the under- writer or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities covered that the Company has been requested in writing, within fifteen (15) cal- endar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1(a), a "Piggyback Requests Registration"); provided, however, that (i) if, at any time after giving a Piggyback No- tice and prior to the effective date of the registration stxxx- ment filed in connection with such registration, the Company shall determine for any reason not to register such equity se- curities (or, in the case of a Demand Registration (as defined below), GSCP so determines), the Company may, at its election (or, in the case of a Demand Registration where GSCP so deter- mines, the Company shall), give written notice of such determi- nation to all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be registered relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Reg- istration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Com- pany of its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1(a), all Stockholders pro- posing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in cus- tomary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration of Regis- trable Securities for which Piggyback Registration is requested by a Management Investor if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Management Investor without registration un- der Rule 144 under the Securities Act (Act, with the securities which the Company at the time proposes to register) to permit the such sale or other disposition not being limited by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationsvolume restrictions thereunder.

Piggyback Registrations. If (I) (a) Ifthe Company proposes to undertake the US Company IPO or any Other Company IPO and (b) the FPC Shareholders propose to sell Registrable Securities in US Company IPO or Other Company IPO, or (2) at any time after a US Company IPO (a) either (i) the Company proposes to register for sale by the Company under the Securities Act any of its Ordinary Shares (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), or any Ordinary Shares pursuant to a FPC Shareholder Demand Registration under Section 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and (ii) the FPC Shareholders proposes to sell Registrable Securities in such registered sale, or (b) the Company proposes to register for sale by the FPC Shareholders to the public under the Securities Act any Ordinary Shares, or (3) at any time after an Other Company IPO either (a) the Company proposes to arrange for listing on the international securities exchange on which the Ordinary Shares are then listed in connection with an offering of Ordinary Shares by the Company for cash, or arranges for the listing of any Ordinary Shares pursuant to a FPC Shareholder Demand Registration under Section 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public and (ii) the FPC Shareholders proposes to sell Registrable Securities in such sale, or (b) the Company proposes to arrange for listing on the international securities exchange on which the Ordinary Shares are then listed Ordinary Shares for sale by the FPC Shareholders to the public, the Company will each such time promptly give written notice to all the EDS Shareholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by the Company (if such offering is to be registered with the SEC) and of such holders' rights under this Section 3.1.1 (the "Piggyback Notice"). Subject to Section 3.1.6, the Company will include, and cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Ordinary Shares proposed to be sold by the Company, all Registrable Securities that the Company has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the Shareholders thereof (each such registration pursuant to this Section 3.1.1, a "Piggyback Registration") so long as such Shareholders provide reasonable and customary assistance in connection with such proposed offering, including by answering customary questionnaires and providing other information and assistance that the Company determines is necessary in connection with such offering; provided, however, that (i) if, at any time after giving a Piggyback Notice and, if the Registration Rights Trigger Dateoffering is to be registered with the SEC, prior to the Company proposes or is required to register any effective date of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities statement filed in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountsuch registration, the Company shall give prompt written notice of its intention determine for any reason not to do so to each of register (if the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended offering is to be disposed registered with the SEC), or otherwise arrange for the listing (if the offering is not to be registered with the SEC), such Ordinary Shares (or, in the case of by such Holder and a FPC Shareholder Demand Registration (as defined below), the intended method of distribution thereofFPC Shareholders so determine), the Company may, at its election (or, in the case of a FPC Shareholder Demand Registration where the FPC Shareholders so determine, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts give written notice of such determination to cause all the EDS Shareholders who beneficially own any Registrable Securities covered by Piggyback Requests and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (in the case of an offering that was intended to be registered under the Securities Act (with the securities which SEC) or arrange for the listing of any Registrable Securities in connection with such abandoned listing (in the case of an offering that was not intended to be registered with the SEC), and (ii) in case of a determination by the Company at the time proposes to register) to permit the sale or other disposition by the Holders delay registration of its Ordinary Shares (in accordance the case of an offering that was intended to be registered with the SEC) or to delay the additional listing (in the case of an offering that was not intended method to be registered with the SEC) (or, in either case, in the case of distribution thereofa FPC Shareholder Demand Registration, the FPC Shareholders so determine), the Company shall be permitted to (or, in the case of a FPC Shareholder Demand Registration where the FPC Shareholders so determine, the Company shall) delay the registration or listing of the such Registrable Securities to be so registered. There is no limitation on for the number of same period as the delay in registering or listing such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(aother Ordinary Shares (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 3.1.2). In the case of any registration or listing of Registrable Securities in an underwritten offering pursuant to effect this Section 3.1.1, all EDS Shareholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company (or, in the case of a FPC Shareholder Demand RegistrationsRegistration, the FPC Shareholders), enter into an agreement in customary form with the underwriter or underwriters selected by the Company. In connection with any Piggyback Registration, the EDS Shareholders designate the following as "Shareholders Representative" with all power and authority to negotiate and execute such documents and take such other actions as they deem appropriate in connection with such Piggy-Back Registration, including retaining counsel (which can be Xxxxx Xxxxx), in connection with such Piggyback Registration, at the expense of such EDS Shareholders: the EDS Shareholders other than the Financial Institution Shareholders designate Pascal Le Melinaire and the Financial Institution Shareholders designate FCPR Galiléo III. For purposes of this section, the term "Financial Institution Shareholders shall mean FCPR Galiléo III, Rothschild & Cie Gestion and Matignon Technologies.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company (i) proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4, (y) on a registration statement on Form S-2 S-8 (or, in any of the cases of (x) or Form S-3 (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an equivalent general registration form then in effectUnderwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 days following (A) one business day, in the receipt case of any Block Trade Offering, or (B) three business days, in the case of any other offering, after such written notice Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4 or (y) on a registration statement on Form S-8 (or, Form S-2 in any of the cases of (x) or Form S-3 (or an equivalent general registration form then in effecty), on any successor forms thereto)) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than 5 business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 5 business days following the receipt of after such Piggyback Notice is received by such Person (any such written notice Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. If at any time (ai) IfBuyer proposes to register for sale by Buyer any Shares (other than a registration on Form S-4 or Form S-8, or any successor or similar forms) for sale to the public under the Securities Act, or (ii) any Person, including any of the Sponsors or Founders, proposes to sell Registrable Securities in a registered sale, Buyer shall each such time promptly give written notice to any other Sponsor, Founder, Manager or Holder that beneficially owns any Registrable Securities of its or their intention to do so, of the registration form of the SEC that has been selected and of such holders’ rights under this Section 6.1(g) (the “Piggyback Notice”). Subject to Section 6.1(j), Buyer shall include, and will cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Shares proposed to be sold by or the Demanding Party (as the case may be) in such offering, on a pro rata basis for the Sponsors, Managers and Holders and two times pro rata basis for the Founders, all Registrable Securities that Buyer has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register for such Stockholders, as applicable (each such registration pursuant to this Section 6.1, a “Piggyback Registration”); provided, however, that (A) if, at any time after giving a Piggyback Notice and prior to the Registration Rights Trigger Dateeffective date of the registration statement filed in connection with such registration, Buyer or the Company proposes Demanding Party, as the case may be, shall determine for any reason not to register such Shares, Buyer, shall give written notice of such determination to all Sponsors, Founders, Managers and Holders who Beneficially Own any Registrable Securities and, thereupon, Buyer or is required the Demanding Party, as applicable, shall be relieved of its obligation to register any of its equity securities under the Registrable Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan such abandoned registration, and (B) in case of a determination by Buyer or dividend reinvestment plan or a mergerthe Demanding Party, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a as applicable, to delay registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention Shares, such party shall be permitted to do so to each delay the registration of such Registrable Securities for the Holders of record of Registrable Securitiessame period as the delay in registering such other Shares. Upon In the written request (the "Piggyback Request") case of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number registration of Registrable Securities intended in an underwritten offering pursuant to be disposed of by such Holder and the intended method of distribution thereofthis Section 6.1(g), the Company all Stockholders proposing to distribute their securities pursuant to this on Section 6.1(g) shall, subject to Sections 2.2(b)at the request of Buyer, 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (enter into an agreement in customary form with the securities which underwriter or underwriters selected by Buyer or the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsDemanding Party, as applicable.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), any shares pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on 3.1.2, or any shares pursuant to a S-3 Registration under Section 3.1.3, in a manner that would permit registration statement on Form S-1, Form S-2 or Form S-3 (or of Registrable Securities for sale to the public under the Securities Act and in an equivalent general registration form then in effect), whether or not for its own accountunderwritten offering, the Company shall will each such time promptly give prompt written notice to all Series A Investors who beneficially own any Registrable Securities of its intention to do so to each so, of the Holders registration form of record the SEC that has been selected by the Company and of Registrable Securities. Upon the written request such Series A Investors’ rights under this Section 3.1 (the "“Piggyback Request") Notice”). The Company will use commercially reasonable efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Series A Investors entitled to receive a Piggyback Notice hereunder (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”). In the case of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number registration of Registrable Securities intended in an underwritten offering pursuant to be disposed this Section 3.1.1, all Series A Investors proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of by such Holder and the intended method of distribution thereof)Company, enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shallshall have no obligation under this Section 3.1.1 to make any offering of its securities or to complete an offering of its securities that it proposes to make, subject and may elect to Sections 2.2(b)delay a proposed registration at any time, 2.3 and 2.6 hereof, use shall incur no liability to any Series A Investor for its reasonable best efforts failure to cause all Registrable Securities covered by Piggyback Requests do so or for such delay (other than with respect to be registered under the Securities Act (with the securities which any obligations of the Company at the time proposes to register) to permit the sale or other disposition by the Holders (effect Demand Registrations in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations3.1.2 or S-3 Registrations in accordance with Section 3.1.3).

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger Dateexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement pursuant to Section 4.3 or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give reasonably prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto) to do so to each of the Holders of record all holders of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written Such notice (which request a “Piggyback Notice”) shall specify the maximum number of shares of Company Common Stock that the Company proposes to register, 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 Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) 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 such Holder and the intended method Piggyback Seller) for inclusion therein from any holder of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by within ten (10) days after such Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition Notice is given by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsCompany.

Piggyback Registrations. (a) If, If at any time after prior to March 1, 2003 the Registration Rights Trigger Date, the Company Issuer proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations a Demand Registration, (ii) a registration on such form Forms S-4 or similar form(s) solely for S-8 or any successor forms or any registration of securities effected by the Issuer in connection with an employee benefit plan acquisition or dividend reinvestment plan merger transaction, (iii) one or more shelf registrations covering in the aggregate not more than 750,000 shares of Common Stock issued in connection with acquisitions, less any shares issued pursuant to a mergershelf registration referred to in clause (i) of Section 2.01(c)), consolidation or other business combination transaction or (iiiv) a Demand Registration as permitted by Section 2.01(c)) to register any of its Common Stock under Section 2.1) on a registration statement on Form S-1, Form S-2 the Securities Act for the Issuer's own account or Form S-3 (or for the account of the Other Investors in an equivalent general registration form then in effect), whether or not underwritten public offering for its own accountcash, the Company Issuer shall give prompt written notice to all Holders (with a copy to the Investor Representatives) of its intention to do so to each effect such a registration (but in no event less than 10 days before the earlier of the anticipated filing date of the registration statement, circulation date of any preliminary offering circular or other applicable offering materials, as applicable), and such notice shall offer the Holders the opportunity to register on the same terms and conditions such number of record shares of Common Stock constituting Registrable Securities. Upon the written Securities as such Holder may request (a "PIGGYBACK REGISTRATION"). The Issuer shall include in such registration all Common Stock constituting Registrable Securities with respect to which the "Piggyback Request") of any such Holder, made Issuer has received written requests for inclusion therein within 10 7 days following after the receipt by such Holder of any such written notice (which request the Issuer's notice, subject to the provisions of Section 2.02(b) below. No Piggyback Registration shall specify adversely affect the maximum number of Registrable Securities intended to be disposed included in or the timing of by any Demand Registration previously made and not yet completed. Holders shall be permitted to withdraw all or part of such Holder Holder's Registrable Securities in connection with a Piggyback Registration at any time before the earlier of the effective date of the Piggyback Registration or the execution and delivery of an underwriting, purchase or similar agreement relating to the intended method registration of distribution thereofsuch Holder's Registrable Securities in such Piggyback Registration. Subject to Section 2.02(b), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, Issuer shall use its reasonable best efforts to cause all Registrable Securities the lead or managing underwriter(s) of the proposed offering covered by the Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) Registration 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. There is included in such offering to be included at the same price and on no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationsless favorable terms and conditions as any similar securities included therein.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1, S-4 or a registration statement on Form S-2 S-8 or Form S-3 any successor forms thereto) (or an equivalent general registration form then in effecta "Piggyback Registration"), whether or not for its own accountaccount or for the account of others, the Company shall give the Piggyback Shareholders prompt written notice thereof (but not less than ten business days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a "Piggyback Notice") shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the Holders proposed minimum offering price of record of Registrable Securitiessuch equity securities. Upon the written request of any Persons that on the date of the Piggyback Notice constitute a Piggyback Shareholder (the a "Piggyback RequestSeller") of any such Holder, made within 10 days following the receipt of any such written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereof)Piggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company's equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (( a) If, at any time after the Registration Rights Trigger Date, If the Company proposes determines to publicly sell in an underwritten offering or is required to register for sale any of its equity securities under either for its own account or the Securities Act (account of a security holder or holders, other than a 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, a registration relating to the offer and sale of debt securities, a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”) the Company shall (i) registrations on such form or similar form(sas soon as reasonably practicable but in no event less than five (5) solely for Business Days prior to the initial filing of a registration of securities statement in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand such Piggyback Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or in case of a Shelf Registration Statement, not less than five (5) days prior to the expected date of commencement of marketing efforts for such Piggyback Registration that is conducted as a takedown off of an equivalent general registration form then in effect), whether or not for its own account, the Company shall effective Shelf Registration Statement) give prompt written notice of its intention to do so effect such sale or registration to each the Shareholder 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 the Holders Lock-Up Period) all of record of such Registrable Securities. Upon the Securities as are specified in a written request or requests (“Piggyback Requests”) made by the "Piggyback Request"Shareholder received by the Company within ten (10) of any such Holder, made within 10 days following the receipt of any Business Days after such written notice (which request from the Company is given to the Shareholder. 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 Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsShareholder.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Datetime, the Company proposes or is required to register any of its equity securities file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of unitholders of the Company (or by the Company and by the unitholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than pursuant to a Registration Statement (i) registrations on such form or similar form(s) solely for registration of securities filed in connection with an any employee benefit equity plan or dividend reinvestment plan or a mergerother benefit plan, consolidation or other business combination transaction or (ii) for an exchange offer or offering of securities solely to the Company’s existing unitholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a Demand dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration under Section 2.1Statement, which notice shall (A) on a registration statement on Form S-1describe the amount and type of securities to be included in such offering, Form S-2 or Form S-3 (or an equivalent general registration form then in effectthe intended method(s) of distribution, and the name of the proposed managing underwriter(s), whether or if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registration a “Piggyback Registration”). Notwithstanding anything to the contrary contained in this Section 2.2(a), in the event that (i) a Registration Statement covering the resale of Registrable Securities by the Holders thereof has already been filed with and declared effective by the SEC, (ii) no stop orders exist with respect to such preceding Registration Statement and (iii) such preceding Registration Statement is not subject to expiration pursuant to the rules of the SEC and is otherwise available for its own accountuse by the Holders of such Registrable Securities, in each case, at such time as the Company proposes to file a new Registration Statement under the Securities Act, the Company shall not be required to provide advance notice of the filing of such new Registration Statement contemplated by this Section 2.2(a) and, in lieu thereof, the Company shall give prompt written notice of its intention to do so to each all of the Holders of record Registrable Securities of any proposed Underwritten Offering, and offer such Holders the opportunity to register the sale of their Registrable Securities. Upon the written request , not less than five (the "Piggyback Request"5) of days prior to any such Holderproposed Underwritten Offering, made within 10 provided, however, that the Holders’ request to include any of their Registrable Securities into a Piggyback Registration must be received by the Company at least two (2) days following the receipt of prior to any such written notice (which request shall proposed Underwritten Offering and must specify in writing the maximum requested number of Registrable Securities intended to be disposed of by included in such Holder and the intended method of distribution thereof), the Piggyback Offering. The Company shall, subject in good faith, cause such Registrable Securities to Sections 2.2(b), 2.3 be included in such Piggyback Registration and 2.6 hereof, shall use its reasonable best efforts to cause all the managing underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities covered requested by Piggyback Requests the Holders pursuant to this subsection 2.2(a) to be registered under included in a Piggyback Registration on the Securities Act (with the same terms and conditions as any similar securities which of the Company at the time proposes to register) included in such registration and to permit the sale or other disposition by the Holders (of such Registrable Securities in accordance with the intended method method(s) of distribution thereof) of the . All such Holders proposing to distribute their 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 effected through an Underwritten Offering under this Section subsection 2.2(a) shall relieve (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company and (ii) complete, execute and deliver all questionnaires, powers of its obligations to effect Demand Registrationsattorney, indemnities, stock powers and other documents, each in customary form, reasonably required under the terms of such underwriting agreement.

Piggyback Registrations. If at any time (a) If, at any time after the Registration Rights Trigger Date, either (i) the Company proposes or is required to register any of its equity securities for sale by the Company under the Securities Act any Common Shares (other than pursuant to (i) registrations a registration on such form Form S-4 or Form S-8, or any successor or similar form(sforms) solely for in a manner that would permit registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerRegistrable Securities for sale to the public under the Securities Act, consolidation or other business combination transaction or and (ii) a Demand Registration the FPC Shareholders or any FPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in such registered sale, or (b) the Company proposes to register for sale by any FPC Shareholder or any FPC Affiliate Transferee to the public under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountthe Securities Act any Registrable Securities, the Company shall each such time promptly give prompt written notice to any Trust that beneficially owns any Registrable Securities of its intention to do so to each so, of the Holders registration form of record the SEC that has been selected by the Company and of Registrable Securities. Upon the written request such holders’ rights under this Section 5.1 (the "“Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended Notice”). Subject to be disposed of by such Holder and the intended method of distribution thereof)Section 5.1.4, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, all Registrable Securities covered that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 5.1.1, a “Piggyback Requests Registration”); provided, however, that (a) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Common Shares, the Company may, at its election, give written notice of such determination to all Trusts who beneficially own any Registrable Securities and, thereupon, shall be registered under relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities Act (for the same period as the delay in registering such other Common Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 5.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 5.1.1 shall, at the request of the Company, enter into an agreement in customary form with the securities which the Company at the time proposes to register) to permit the sale underwriter or other disposition underwriters selected by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsCompany.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Shareholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention to do any registration statement with respect thereto); provided, however, that no notice shall be required so to each long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Holders Voting Power of record the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of Registrable Securitiesequity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "i) if a Piggyback Request") Notice is required by this paragraph, of any Person that on the date of such HolderPiggyback Notice is a Shareholder, made given within 10 five days following the receipt after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such written notice Piggyback Registration is a Shareholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company's equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) If, at any time From and after the Registration Rights Trigger date that is three (3) months after the Closing Date, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement pursuant to Section 4.3 or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all holders of Registrable Securities prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and, if any, the proposed managing underwriter(s), in each case, to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfOther than in connection with a request for registration pursuant to Section 2.2 or 2.4 of this Agreement, if at any time after the Registration Rights Trigger DateCompany, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or is required (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to register Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its equity securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen (15) Business Days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (other than pursuant to (iif no preliminary prospectus supplement is used) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (iic) a Demand such Shelf Registration under Section 2.1) on a registration statement on Form S-1Statement, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountas the case may be, the Company shall give prompt written notice of its intention such proposed Piggy-Back Underwritten Offering to do so the Holders and such notice (a “Piggyback Notice”) shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request in writing to the Company inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) Business Days after such Holder confirms receipt of the Holders of record notice to request inclusion of Registrable SecuritiesSecurities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify for inclusion from a Holder received within the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)specified time, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all effect the registration in any registration statement of any of the Holders’ Registrable Securities covered by Piggyback Requests requested to be registered under included on the Securities Act (with terms set forth in this Agreement. Prior to the securities which commencement of any “road show,” any Holder shall have the Company at the time proposes right to register) to permit the sale or other disposition by the Holders (in accordance with the intended method withdraw its request for inclusion of distribution thereof) of the its Registrable Securities in any registration by giving written notice 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 effected under this Section 2.2(a) shall relieve the Company of its obligations request to effect Demand Registrationswithdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”) prompt written notice thereof (but not less than ten Business Days prior to the filing by the Company with the Commission of its intention to do so to each any registration statement with respect thereto); provided that, Piggyback Registrations shall not include (i) any “at the market” offering as defined in Rule 415(a)(4) of the Holders of record of Registrable Securities. Upon Securities Act, or (ii) any Underwritten Offering priced by 11:59 p.m. Hawaiian Time on the written request (the "Piggyback Request") of any such Holder, made within 10 days first full Business Day following the receipt day of any the announcement of such written offering. Such notice (which request a “Piggyback Notice”) shall specify the maximum number of shares of Common Stock (or other securities, as applicable) 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), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Datetime, the Company proposes determines to register, whether for its own account or is required pursuant to register a request by any third party, any of its equity securities (including securities convertible into equity securities), other than a registration on Form S-4 or S-8 or any successor form to such Forms, for its own account or for the account of others under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 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)Act, the Company shall, subject at each such time, promptly give Executive written notice of such determination (the "Initial Notice") and Executive shall be entitled to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all include in such registration statement the Registrable Securities covered held by Executive ("Piggyback Requests Registration"). The Company shall include in such registration statement such shares of Registrable Securities for which the Company has received written requests to register such shares within 15 days after the date of the Initial Notice. If the total amount of securities that are to be included by either the Company for its own account or any other person who is entitled to include securities held by such person in the proposed registration, exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration only the number of securities which in the opinion of such underwriters can be sold, selected from the securities to be registered under by the Securities Act (with Company and the securities which the 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 requested to be so registered. There is no limitation included by Executive and all other persons holding securities to be registered pro rata based on the number of such piggyback registrations securities which each of them proposes to register. The Company will pay all any and all costs, fees and expenses relating or incident to the performance of the Company's obligations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected Piggyback Registrations; provided, however, that any underwriters commission or discount shall be borne pro-rata by all holders of securities being registered under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationssuch Piggyback Registration.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or is required to register for sale any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not either for its own accountaccount or the account of a security holder or holders, other than a 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 S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the 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 its intention to do so effect such sale or registration to each 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 the Holders Lock-Up Period) all of record of such Registrable Securities. Upon the Securities as are specified in a written request or requests (“Piggyback Requests”) made by the "Piggyback Request"Stockholder received by the Company within three (3) days of any such Holder, made within 10 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 the Stockholder. D-16 (b) If a Piggyback Registration is an underwritten primary offering on behalf of the Company, and the intended method managing underwriters advise the Company in writing that in their good faith opinion the aggregate number of distribution thereofsecurities 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 shallshall include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, subject which securities shall be included in the following order of priority: (i) first, the securities the Company proposes to Sections 2.2(b)sell, 2.3 and 2.6 hereof(ii) second, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests the securities requested to be registered under included in such registration by the Securities Act Stockholder, and (with iii) third, any other securities requested to be included in such registration. (c) If a Piggyback Registration is an underwritten secondary offering on behalf of any holder of Other Registrable Securities, and the securities which managing underwriters advise the 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. There is no limitation on writing that in their good faith opinion the number of securities requested to be included in such piggyback registrations pursuant to registration exceeds the preceding sentence 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 obligated 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 effectbe 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. No D-17 (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 effected initiated by it under this Section 2.2(a) shall relieve 5.5 whether or not the Company of its obligations Stockholder has elected to effect Demand Registrationsinclude any Registrable Securities in such registration. Section 5.6.

Piggyback Registrations. (a) If, If the Company at any time after the proposes to file a Registration Rights Trigger Date, the Company proposes or is required Statement with respect to register any offering of its equity securities under for its own account or for the Securities Act account of other Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form F-4 or S-8 or any successor form to such forms, or (C) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to (i) registrations on such form any employee stock plan or similar form(s) solely for registration of securities in connection with an other employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effectarrangement), whether or not for its own account, the Company shall give prompt written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of its intention filing of such Registration Statement, to do so to each of the all Holders of record Registrable Securities and such notice shall offer to Holders of Registrable Securities. Upon Securities the written request (the "Piggyback Request") of any opportunity, subject to Section 2.2(b), to Register under such Holder, made within 10 days following the receipt of any Registration Statement such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed as such Holders may request (a "Piggyback Registration"). Within twenty-one (21) days after receipt of by such Holder and the intended method of distribution thereof)notice, the Company Holders of Registrable Securities shall, subject to Sections Section 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts have the right by notifying the Company in writing to cause all require the Company to include in such Registration Statement such number of Registrable Securities covered as such Holder may request (including Registrable Securities Beneficially Owned by Piggyback Requests the Holder's Affiliates). If the offering pursuant to such Registration Statement is to be registered under an Underwritten Offering, then the Securities Act (Company shall make such arrangements with the securities which Managing Underwriter so that the Holders of Registrable Securities and/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the same terms as the Company at and the time proposes other Persons selling securities in such Underwritten Offering. If the offering pursuant 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 such Registration Statement is to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which any other basis, then the Company is obligated will make such arrangements so that each Holder may participate, subject to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations2.2(b), in such offering on such basis.

Piggyback Registrations. If at any time (a) If, at any time after the Registration Rights Trigger Date, either (i) the Company proposes or is required to register any of its equity securities for sale by the Company under the Securities Act any Common Shares (other than pursuant to (i) registrations a registration on such form Form S-4 or Form S-8, or any successor or similar form(sforms) solely for in a manner that would permit registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerRegistrable Securities for sale to the public under the Securities Act, consolidation or other business combination transaction or and (ii) a Demand Registration the FPC Shareholders or any FPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in such registered sale, or (b) the Company proposes to register for sale by any FPC Shareholder or any FPC Affiliate Transferee to the public under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountthe Securities Act any Registrable Securities, the Company shall each such time promptly give prompt written notice to any Trust that beneficially owns any Registrable Securities of its intention to do so to each so, of the Holders registration form of record the SEC that has been selected by the Company and of Registrable Securities. Upon the written request such holders' rights under this Section 5.1 (the "Piggyback RequestNotice") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended ). Subject to be disposed of by such Holder and the intended method of distribution thereof)Section 5.1.4, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, all Registrable Securities covered that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 5.1.1, a "Piggyback Requests Registration"); provided, however, that (a) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Common Shares, the Company may, at its election, give written notice of such determination to all Trusts who beneficially own any Registrable Securities and, thereupon, shall be registered under relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities Act (for the same period as the delay in registering such other Common Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 5.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 5.1.1 shall, at the request of the Company, enter into an agreement in customary form with the securities which the Company at the time proposes to register) to permit the sale underwriter or other disposition underwriters selected by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsCompany.

Piggyback Registrations. (a) Ifa. Subject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (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 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 record of Registrable Securities (other than the Demand Parties) 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 (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 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) 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 Demand Parties of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Demand Parties and, if applicable, any Starr Member Transferees 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 reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as three (3) 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 who does not constitute a Demand Party shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable; provided, however, that, for so long as Starr shall constitute a Demand Party hereunder, in the event that Starr shall have effected a Partner Distribution to Starr Member Transferees, the Company shall use its reasonable best efforts to facilitate the inclusion of Registrable Securities held by Qualifying Starr Member Transferees in such a Company Underwritten Block Trade or Underwritten Block Trade, as applicable, to the extent that the inclusion of such Registrable Securities does not, in the reasonable judgment of the Company (in the case of a Company Underwritten Block Trade) or the Demand Party requesting the Underwritten Block Trade (in the case of an Underwritten Block Trade), impair the execution of such Company Underwritten Block Trade or Underwritten Block Trade, as applicable, it being understood that any notice provided to Starr Member Transferees shall be the sole responsibility of Starr, in its discretion.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any shares of its equity Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Stockholders prompt written notice of its intention thereof (but not less than 15 calendar days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Stockholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within 10 days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Date, If the Company proposes determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or is required to register for sale any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not either for its own accountaccount or the account of a security holder or holders, other than a 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 S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the 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 its intention to do so effect such sale or registration to each 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 the Holders Lock-Up Period) all of record of such Registrable Securities. Upon the Securities as are specified in a written request or requests (“Piggyback Requests”) made by the "Piggyback Request"Stockholder received by the Company within three (3) days of any such Holder, made within 10 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 the Stockholder. 15 (b) If a Piggyback Registration is an underwritten primary offering on behalf of the Company, and the intended method managing underwriters advise the Company in writing that in their good faith opinion the aggregate number of distribution thereofsecurities 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 shallshall include in such registration only such securities as the Company is advised by such managing underwriters can be sold without such an effect, subject which securities shall be included in the following order of priority: (i) first, the securities the Company proposes to Sections 2.2(b)sell, 2.3 and 2.6 hereof(ii) second, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests the securities requested to be registered under included in such registration by the Securities Act Stockholder, and (with iii) third, any other securities requested to be included in such registration. (c) If a Piggyback Registration is an underwritten secondary offering on behalf of any holder of Other Registrable Securities, and the securities which managing underwriters advise the 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. There is no limitation on writing that in their good faith opinion the number of securities requested to be included in such piggyback registrations pursuant to registration exceeds the preceding sentence 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 obligated 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 effectbe 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. No (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 effected initiated by it under this Section 2.2(a) shall relieve 5.5 whether or not the Company of its obligations Stockholder has elected to effect Demand Registrationsinclude any Registrable Securities in such registration. Section 5.6.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”), except any Initiating Holder in the case of a Demand Registration Statement, prompt written notice of its intention thereof (but not less than ten Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) 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), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 or Form S-3 (or an equivalent general registration form then in effectiii) pursuant to Section 1.1) (a “Piggyback Registration”), whether or not for its own account, the Company shall give all Holders prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof)Piggyback Seller) for inclusion therein, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. There is no limitation on the number of such piggyback registrations same terms and conditions as the other securities otherwise being sold pursuant to the preceding sentence which the Company such registration statement, within ten (10) days after such Piggyback Notice is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationsreceived by such Piggyback Seller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1x) on a registration statement on Form S-1S-4, (y) on a registration statement on Form S-2 S-8 or Form S-3 (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or an equivalent general registration form then in effect(y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Holders prompt written notice thereof (but not less than ten days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Holder given within ten days after such Holder, made within 10 days following the receipt of Piggyback Notice is received by such Person (any such written notice Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered equal to or greater than the Minimum Registration Amount held by the Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written request for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerForm S-4, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8, Form S-2 (iii) pursuant to Section 6.3, (iv) pursuant to Section 6.1, or Form S-3 (or an equivalent general registration form then in effectv) [* * *] (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, If INFONET at any time after proposes to file ----------------------- a registration statement under the Registration Rights Trigger DateUnited States Securities Act of 1933, as amended (the Company proposes or is required "Securities Act"), with respect to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergercapital stock, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), -------------- whether or not for sale for its own account, on a form and in a manner which would permit registration of Class B Stock held by any Class A Stockholder, including, without limitation, Class B Stock which any Class A Stockholder may obtain by converting its Class A Stock as permitted by INFONET's restated certificate of incorporation (such shares of capital stock are herein referred to as the Company "Stock" and each of the Class A Stockholders are referred to as a ----- "Holder" and collectively the "Holders") for sale to the public under the ------ ------- Securities Act, INFONET shall give prompt written notice of its intention to do so the proposed registration to each Holder not later than 30 days prior to the filing of any such registration statement, it being understood that notice to the other Holders of the exercise of any demand registration right pursuant to Section 4(b) will constitute notice hereunder. Each Holder shall have the right to request that all or any part of its Stock be included in such registration statement by giving written notice to INFONET within 20 days after the giving of notice by INFONET (any Holder giving INFONET such notice requesting that shares of Stock owned by it be included in such proposed registration is hereinafter referred to as a "Piggybacking Holder"); provided, however, that (i) if the ------------------- -------- ------- registration statement relates to an underwritten primary offering on behalf of INFONET and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Piggybacking Holders and INFONET propose to include in such registration statement exceeds the number of shares of capital stock of INFONET that should be included therein, INFONET will include in such registration, first, the capital stock which INFONET proposes to sell and, second, the Stock of such Piggybacking Holders, pro rata among all such Piggybacking Holders, on the basis of the relative amounts of Stock owned by all Piggybacking Holders (it being agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation in such registration of all Piggybacking Holders), and (ii) if the registration statement relates to an underwritten secondary offering on behalf of any other holder of capital stock of INFONET and the prospective underwriters determine in good faith that the aggregate amount of securities which all Piggybacking Holders and all such other holders propose to include in such registration exceeds the maximum amount of securities that should be included therein, INFONET will include in such registration the shares of Stock to be sold for the account of such other holders demanding registration and the shares of Stock of such Piggybacking Holders, pro rata among all such holders and Piggybacking Holders, on the basis of the relative amount of capital stock owned by all such holders and Piggybacking Holders. Shares of Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Piggybacking Holder pursuant to this Section 4(a) shall be sold to prospective underwriters selected or approved by INFONET and on the terms and subject to the conditions of one or more underwriting agreements negotiated among INFONET, the Piggybacking Holders and the prospective underwriters. INFONET may withdraw any registration statement at any time before it becomes effective, or postpone the offering of securities, without obligation or liability to any Holder, provided that it shall give written notice of any such determination to the Piggybacking Holders. Any such withdrawal or postponing shall be without prejudice to the rights of the Holders of record of Registrable Securities. Upon the written immediately to request (the "Piggyback Request") of any that such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to registration be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered effected as a registration under the Securities Act (with the securities which the Company at the time proposes to registerSection 4(b) 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. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effectextent permitted thereunder. No registration of securities effected under this Section 2.2(a4(a) shall relieve the Company INFONET of its obligations obligation to effect Demand Registrationsa registration of securities pursuant to Section 4(b).

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerForm S-4, consolidation or other business combination transaction or (ii) on Form S-8, (iii) pursuant to Section 2.1 or (iv) pursuant to Section 2.2, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a Demand Registration under Section 2.1) on a then-effective registration statement on Form S-1(other than an Excluded Registration Statement) (any such registration or offering, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holderregistration statement or prospectus supplement, made within 10 days following the receipt of any such written as applicable, with respect thereto). Such notice (which request a “Piggyback Notice”) shall specify the maximum number of shares of Common Stock (or other securities, as applicable) proposed to be registered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 2.3(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten calendar days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S‑4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less Those portions of its intention this Agreement marked with an [*] have been omitted pursuant to do so a request for confidential treatment and have been filed separately with the SEC. than ten (10) Business Days prior to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Dateother than pursuant to Section 2.1 and 2.2, the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock or any other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any of the Company’s equity securities, whether for sale for its own account or for the account of another Person (other than pursuant to a registration statement (i) registrations on such form Form S-0, Xxxx X-0 or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction any successor forms thereto or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 filed solely in connection with any employee benefit or Form S-3 (or an equivalent general registration form then in effectdividend reinvestment plan), whether or not for its own account, then the Company shall give prompt written notice of its intention such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to do so to each of the Holders. The Piggyback Notice shall offer the Holders of record of Registrable Securities. Upon the written request (opportunity to include in such registration statement the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended (for purposes of this Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be disposed of offered by such Holder and the intended method of distribution thereofCompany for its own account) as they may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause shall include in each such Piggyback Registration all Registrable Securities covered by Piggyback Requests with respect to be registered under the Securities Act (with the securities which the Company at has received written requests for inclusion therein within 10 days after notice has been given to the time proposes Holders. The Holders shall be permitted to register) to permit the sale withdraw all or other disposition by the Holders (in accordance with the intended method of distribution thereof) part of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant from a Piggyback Registration at any time at least 5 Business Days prior to the preceding sentence which effective date of the Company is obligated Registration Statement relating to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrationssuch Piggyback Registration.

Piggyback Registrations. (a) If, If the Company at any time after the proposes to file a Registration Rights Trigger Date, the Company proposes or is required Statement with respect to register any offering of its equity securities under for its own account or for the Securities Act account of other Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form F-4 or S-8 or any successor form to such forms, or (C) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to (i) registrations on such form any employee stock plan or similar form(s) solely for registration of securities in connection with an other employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effectarrangement), whether or not for its own account, the Company shall give prompt written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of its intention filing of such Registration Statement, to do so all Investors and such notice shall offer to each of Investors the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any opportunity, subject to Section 2.2(b), to Register under such Holder, made within 10 days following the receipt of any Registration Statement such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed as such Investors may request (a “Piggyback Registration”). Within twenty-one (21) days after receipt of by such Holder and the intended method of distribution thereof)notice, the Company Investors shall, subject to Sections Section 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts have the right by notifying the Company in writing to cause all require the Company to include in such Registration Statement such number of Registrable Securities covered as such Investor may request (including Registrable Securities owned by the Investor’s Affiliates); provided that the Company shall have the right to propose or withdraw any such Registration in respect of which a Piggyback Requests Registration is requested without any obligations to the Investor requesting the Piggyback Registration. If the offering pursuant to such Registration Statement is to be registered under an Underwritten Offering, then the Securities Act (Company shall consult with the securities which Investors regarding the election of the Managing Underwriter and make such arrangements with the Managing Underwriter so that the Investors and/or their Affiliates may participate, subject to Section 2.2(b) in such Underwritten Offering on the same terms as the Company at and the time proposes other Persons selling securities in such Underwritten Offering. If the offering pursuant 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 such Registration Statement is to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which any other basis, then the Company is obligated will make such arrangements so that each Investor may participate, subject to effectSection 2.2(b) in such offering on such basis. No registration effected In connection with any Registration under this Section 2.2(a) shall relieve 2.2 involving an Underwritten Offering, the Company shall not be required to include any Registrable Securities in such Registration unless the Investors accept the terms of its obligations to effect Demand Registrationsthe relevant underwriting agreement.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Datean IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 S-4 or Form S-3 (S-8 or an equivalent general registration form then in effectany similar successor forms thereto), whether or not for its own account, the Company shall give prompt written notice of its intention to do so (1) to each of the Holders of record of Registrable SecuritiesSecurities (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 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). Upon the written request (the "Piggyback Request") of any such Holder, made within 10 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 Company shall, subject to Sections 2.2(b2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities covered by Piggyback Requests Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the 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) 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 Company of its obligations to effect Demand RegistrationsRegistrations under Section 2.1 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.

Piggyback Registrations. (a) If, at any time after the Registration Rights Trigger Datetime, the Company proposes or is required to register any of its equity securities file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than pursuant to a Registration Statement (i) registrations on such form or similar form(s) solely for registration of securities filed in connection with an any employee benefit equity plan or dividend reinvestment plan or a mergerother benefit plan, consolidation or other business combination transaction or (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a Demand dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration under Section 2.1Statement, which notice shall (A) on a registration statement on Form S-1describe the amount and type of securities to be included in such offering, Form S-2 or Form S-3 (or an equivalent general registration form then in effectthe intended method(s) of distribution, and the name of the proposed managing underwriter(s), whether or if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registration a “Piggyback Registration”). Notwithstanding anything to the contrary contained in this Section 2.2(a), in the event that (1) a Registration Statement covering the resale of Registrable Securities by the Holders thereof has already been filed with and declared effective by the SEC, (2) no stop orders exist with respect to such preceding Registration Statement and (3) such preceding Registration Statement is not subject to expiration pursuant to the rules of the SEC and is otherwise available for its own accountuse by the Holders of such Registrable Securities, in each case, at such time as the Company proposes to file a new Registration Statement under the Securities Act, the Company shall not be required to provide advance notice of the filing of such new Registration Statement contemplated by this Section 2.2(a) and, in lieu thereof, the Company shall give prompt written notice of its intention to do so to each all of the Holders of record Registrable Securities of any proposed Underwritten Offering, and offer such Holders the opportunity to register the sale of their Registrable Securities. Upon the written request , not less than five (the "Piggyback Request"5) of days prior to any such Holderproposed Underwritten Offering, made within 10 provided, however, that the Holders’ request to include any of their Registrable Securities into a Piggyback Registration must be received by the Company at least two (2) days following the receipt of prior to any such written notice (which request shall proposed Underwritten Offering and must specify in writing the maximum requested number of Registrable Securities intended to be disposed of by included in such Holder and the intended method of distribution thereof), the Piggyback Registration. The Company shall, subject in good faith, cause such Registrable Securities to Sections 2.2(b), 2.3 be included in such Piggyback Registration and 2.6 hereof, shall use its reasonable best efforts to cause all the managing underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities covered requested by Piggyback Requests the Holders pursuant to this Section 2.2(a) to be registered under included in a Piggyback Registration on the Securities Act (with the same terms and conditions as any similar securities which of the Company at the time proposes to register) included in such registration and to permit the sale or other disposition by the Holders (of such Registrable Securities in accordance with the intended method method(s) of distribution thereof) of the . All such Holders proposing to distribute their 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 effected through an Underwritten Offering under this Section 2.2(a) shall relieve (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company and (ii) complete, execute and deliver all questionnaires, powers of its obligations to effect Demand Registrationsattorney, indemnities, stock powers and other documents, each in customary form, reasonably required under the terms of such underwriting agreement.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) 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 Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for a registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) by the Company on a registration statement on Form S-1S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, Form S-2 or Form S-3 (or an equivalent general registration form then in effecta “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to do so to each be registered, the proposed date of filing of such registration statement with the Holders Commission, the proposed means of record of Registrable Securitiesdistribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (the "Piggyback Request") of any Person that on the date of such HolderPiggyback Notice is a Stockholder, made given within 10 five days following the receipt of after such Piggyback Notice is received by such Person (any such written notice Person, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Holder and the intended method of distribution thereofPiggyback Seller), the Company shallCompany, subject to Sections 2.2(b)the terms and conditions of this Agreement, 2.3 and 2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities covered held by Piggyback Requests Sellers with respect to be registered under the Securities Act (with the securities which the 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 has received such written requests for inclusion to be so registered. There is no limitation included in such Piggyback Registration on the number of same terms and conditions as the Company’s equity securities being sold in such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsPiggyback Registration.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Table of Contents Demand Shareholders (other than pursuant to the PIPE Registration Statement or a registration by the Company (i) registrations on such Form F-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 or Form S-3 (or an equivalent general registration form then in effectiii) pursuant to Section 1.1) (a “Piggyback Registration”), whether or not for its own account, the Company shall give all Holders prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 Company 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 Company Ordinary Shares, in each case to the extent then known. Subject to Sections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering that is not an Excluded Offering (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Applicable Shareholders of Registrable Securities prompt written notice of its intention thereof (but not less than five Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holderregistration statement (or, made within 10 days following in the receipt case of any such written an automatic shelf registration statement, a prospectus supplement) with respect thereto). Such notice (which request a “Piggyback Notice”) shall specify the maximum number of shares of Common Stock proposed to be registered, the proposed date of filing of such registration statement, or such prospectus supplement, with the Commission, the proposed means of distribution, the proposed managing underwriter(s), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Common Stock, in each case to the extent then known. Subject to Section ‎6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Applicable Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method Piggyback Seller) for inclusion therein within five Business Days after such Piggyback Notice is received by such Piggyback Seller. For purposes of distribution thereof)this Agreement, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations.“

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such Form S‑4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or iv) pursuant to Section 4.1) (a “Piggyback SV:315627.6 1001640689v15 Those portions of this Agreement marked with an equivalent general registration form then in effect[*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfOther than in connection with a request for registration pursuant to Section 2.2 or 2.4 of this Agreement, if at any time after the Registration Rights Trigger DateCompany, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or is required (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to register Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its equity securities (other than for the Holders pursuant to Section 2.2 or 2.4 of this Agreement), to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen (15) Business Days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (other than pursuant to (iif no preliminary prospectus supplement is used) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (iic) a Demand Registration under Section 2.1) on a such registration statement on Form S-1statement, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountas the case may be, the Company shall give prompt written notice of its intention such proposed Piggy-Back Underwritten Offering to do so the Holders and such notice (a “Piggyback Notice”) shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request, through a writing to the Company, the inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) Business Days after such Holder confirms receipt of the Holders of record notice to request inclusion of Registrable SecuritiesSecurities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify for inclusion from a Holder received within the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof)specified time, the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, shall use its reasonable best efforts to cause all effect the registration in any registration statement of any of the Holders’ Registrable Securities covered by Piggyback Requests requested to be registered under included on the Securities Act (with terms set forth in this Agreement. Prior to the securities which commencement of any “road show,” any Holder shall have the Company at the time proposes right to register) to permit the sale or other disposition by the Holders (in accordance with the intended method withdraw its request for inclusion of distribution thereof) of the its Registrable Securities in any registration by giving written notice 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 effected under this Section 2.2(a) shall relieve the Company of its obligations request to effect Demand Registrationswithdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made.

Piggyback Registrations. (a) If, If the Company at any time after the Registration Rights Trigger Date, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) registrations on such form any Stock or similar form(s) solely any security convertible into or exchangeable or exercisable for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect)Stock, whether or not for sale for its own accountaccount and other than pursuant to a Demand Registration (as defined in the AMC Stockholders Agreement), on a form and in a manner which would permit registration of the Stock held by the Management Stockholders for sale to the public under the Securities Act, the Company shall give prompt written notice of its intention to do so the proposed registration to each Management Stockholder not later than thirty (30) days prior to the filing thereof. Each Management Stockholder shall have the right to request that all or any part of such Management Stockholder’s Stock be included in such registration. Each Management Stockholder can make such a request by giving written notice to the Holders of record of Registrable Securities. Upon the written request Company within ten (the "Piggyback Request"10) of any such Holder, made within 10 days following Business Days after the receipt of any such written the Company’s notice (which request shall specify of the maximum number of Registrable Securities intended to be disposed of by such Holder proposed registration; provided, however, that if the registration is an underwritten registration and the intended method of distribution thereof)there is an Underwriter Cutback, the Company shallwill include in such registration only the number of securities that, subject to Sections 2.2(b)in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the offering, 2.3 and 2.6 hereofas follows: first, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) sell; second, the securities of the Investors (and their Permitted Transferees (as defined in the AMC Stockholders Agreement); third, the securities of the Management Stockholders pro rata among all such Management Stockholders on the basis of the relative percentage of such securities then held by all Management Stockholders who have requested such securities be so included (it being further agreed and understood, however, that such underwriters shall have the right to permit reduce or eliminate entirely the sale or other disposition participation of the Management Stockholders). Registrable Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Management Stockholders shall be sold to the prospective underwriters, selected by the Holders (in accordance with the intended method holders of distribution thereof) a majority of the Registrable Securities Stock to be so registered. There is no limitation which such Registration Statement relates and approved by the Company, on the number terms and subject to the conditions of one or more underwriting agreements negotiated between the holders of Stock to which such piggyback registrations Registration Statement relates, the Company and the prospective underwriters (which underwriting agreement(s), for the avoidance of doubt, any Management Stockholder exercising registration rights pursuant to the preceding sentence which this Section 2 may be required by the Company is obligated to effectexecute). No registration effected under this Section 2.2(a) shall relieve The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the Company offering of its obligations securities, without obligation or liability to effect Demand Registrationsany Management Stockholder.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Holders (other than pursuant to (i) registrations on such form or similar form(san Exchange Registration, (ii) solely for a registration of securities statement filed in connection with an employee benefit plan a Primary Issuance Funding under the Exchange Agreement, (iii) a registration by the Company on Form S-4 or any successor form thereto, (iv) a registration by the Company on Form S-8 or any successor form thereto (v) a registration in connection with any dividend reinvestment plan or similar plans, (vi) a merger, consolidation or other business combination transaction registration in which the only common stock being registered is common stock issuable upon conversion of debt securities also being registered or (iivii) pursuant to Section 1.1) (a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own account, the Company shall give all Holders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 1.2(b), the Company shall use reasonable best efforts to include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within five (5) Business Days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (ai) IfSubject to the applicable securities Laws, at any time from and after the Registration Rights Trigger Closing Date, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any of its equity 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 form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on 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 Shelf Registration Statement, (iv) pursuant to paragraph (a), (v) relating to a corporate reorganization or other transaction under Rule 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 on Form S-1, Form S-2 covering the sale of the Registrable Shares; or Form S-3 (or an equivalent general vii) relating to a registration form then in effectwhich the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give the Holders prompt written notice of its intention thereof (but not less than ten (10) days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition Notice is received by the Holders (in accordance with the intended method of distribution 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsHolders.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than pursuant to a registration by the Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) if the Registrable Securities are then registered pursuant to a Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 1.1) (a “Piggyback Registration”), whether or not for its own account, the Company shall give all Demand Stockholders prompt written notice of its intention thereof (but not less than ten days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock 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 Section 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Stockholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to a registration by the Company (i) registrations on such -19- Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-1, Form S-2 Shelf Registration Statement or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 4.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than five (5) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and 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 (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within five (5) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, at any time after prior to the Effective Date of the Registration Rights Trigger DateStatement filed pursuant to Section 1.1(a) of this Agreement, the Company proposes or is required shall determine to register for sale with the SEC any of its equity Common Stock or securities under the Securities Act (convertible into, or exchangeable or exercisable for, shares of its Common Stock other than pursuant to for resale by the Investor (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect"Piggyback Registration"), whether or not for its own account, the Company shall give prompt the Investor written notice thereof (a "Notice of its intention Piggyback Registration") 30 calendar days prior to do so the filing of a registration statement relating to each such Piggyback Registration, which notice shall include a description of (i) the Holders intended method of record distribution of Registrable Securitiessuch Common Stock and such other securities, (ii) the number of shares of Common Stock and such other securities the Company intends to register, and (iii) such other Persons who will or have a right to participate in the Piggyback Registration. Upon the written request (of the "Piggyback Request") of any such Holder, Investor made within 10 20 days following the after receipt of any such written notice a Notice of Piggyback Registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder the Investor and the intended method of distribution thereof), the Company shall, subject shall include in the registration statement relating to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause such Piggyback Registration all Registrable Securities covered that the Company has been so requested to register by the Investor. If the Piggyback Requests to be registered under the Securities Act (with the securities Registration for which the Company at gives a Notice of Piggyback Registration is a registered public offering involving an underwriting, and the time proposes to register) to permit the sale or other disposition underwriters selected by the Holders (Company advise the Company in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. There is no writing that marketing factors require a limitation on the number of such piggyback registrations pursuant shares of Common Stock or other securities to the preceding sentence which be underwritten, the Company is obligated shall reduce the number of shares of Common Stock or other securities included in such registration (1) first, by reducing the number of shares of Common Stock or other securities to effect. No registration effected under this Section 2.2(a) shall relieve be registered for resale by all Persons other than the Company of its obligations to effect Demand Registrations.Investor, allocated among such Persons in accordance with the priorities

Piggyback Registrations. (a) If, at any Each time after the Registration Rights Trigger Date, the Company Partnership proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (iwhether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) registrations on such of the Partnership pursuant to contractual registration rights) and the form or similar form(sof registration statement to be used (including a Shelf Registration Statement) solely for permits the registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own accountRegistrable Securities, the Company Partnership shall give prompt written notice (a “Piggyback Registration Notice”) to each Holder (in the case of a registration for the account the Partnership, provided that such Holder holds at the time of such Piggyback Registration Notice at least 10% of the total Common Units and OpCo Common Units issued under the Purchase Agreement (or if any such Opco Common Units have been exchanged for Common Units, such equivalent number of Common Units received upon such exchange) (such 10% amount or equivalent number, the “Piggyback Threshold”)) and the Existing Holders (which notice shall be given not less than (i) five Business Days prior to the anticipated filing date or (ii) three Business Days prior to the anticipated filing date in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any or all of its intention to do so to each of the Holders of record of or his Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Upon Each such Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the written request Partnership in writing (stating the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended desired to be disposed registered) within three Business Days (or one Business Day in the case of by an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder and shall have the intended method right to withdraw such Xxxxxx’s request for inclusion of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all or a portion of such Holder’s Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the 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. There is no limitation on the number of such piggyback registrations any registration statement pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall relieve include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company Partnership 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 its obligations all other equity securities originally proposed to effect Demand Registrationsbe registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, the whenever Public Company proposes or is required to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than pursuant to a registration by Public Company (i) registrations on such Form S-4 or any successor form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a mergerthereto, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1S-8 or any successor form thereto, Form S-2 (iii) pursuant to Section 6.3, or Form S-3 (or an equivalent general registration form then in effectiv) pursuant to Section 6.1) (a “Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Public Company shall give all Demand Shareholders prompt written notice of its intention thereof (but not less than ten (10) Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by Public Company with the written request (the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Public Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by Public Company of the proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), Public Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which Public Company has received written requests (which written requests shall specify the number of Registrable Securities intended requested to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.

Piggyback Registrations. (a) If, If the Company at any time after the proposes to file a Registration Rights Trigger Date, the Company proposes or is required Statement with respect to register any offering of its equity securities under for its own account or for the Securities Act account of other Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form F-4 or S-8 or any successor form to such forms, or (C) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to (i) registrations on such form any employee stock plan or similar form(s) solely for registration of securities in connection with an other employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effectarrangement), whether or not for its own account, the Company shall give prompt written notice as soon as practicable, but in no event less than sixty (60) days prior to the proposed date of its intention filing of such Registration Statement, to do so to each of the all Holders of record Registrable Securities and such notice shall offer to Holders of Registrable Securities. Upon Securities the written request (the "Piggyback Request") of any opportunity, subject to Section 2.2(b), to Register under such Holder, made within 10 days following the receipt of any Registration Statement such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by as such Holder and the intended method of distribution thereofHolders may request (a "Piggyback Registration"), Within twenty-one (21) days after receipt of such notice, the Company Holders of Registrable Securities shall, subject to Sections Section 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts have the right by notifying the Company in writing to cause all require the Company to include in such Registration Statement such number of Registrable Securities covered as such Holder may request (including Registrable Securities Beneficially Owned by the Holder's Affiliates). Unless HTIHL has elected to participate in such Piggyback Requests Registration, nothing in this Section 2.2 shall give Orascom the right to participate in a Piggyback Registration at any time when any amount remains payable by it under the Promissory Note or by the Parent under the terms of the Parent Guarantee. If the offering pursuant to such Registration Statement is to be registered under an Underwritten Offering, then the Securities Act (Company shall make such arrangements with the securities which Managing Underwriter so that the Holders of Registrable Securities and/or their Affiliates may participate, subject to Section 2.2(b), in such Underwritten Offering on the same terms as the Company at and the time proposes other Persons selling securities in such Underwritten Offering. If the offering pursuant 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 such Registration Statement is to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which any other basis, then the Company is obligated will make such arrangements so that each Holder may participate, subject to effect. No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations2.2(b), in such offering on such basis.

Piggyback Registrations. (a) IfSubject to the terms and conditions hereof, at any time after the Registration Rights Trigger Date, whenever the Company proposes or is required to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect“Piggyback Registration”), whether or not for its own accountaccount or for the account of others, the Company shall give all Applicable Shareholders prompt written notice of its intention thereof (but not less than ten Business Days prior to do so to each of the Holders of record of Registrable Securities. Upon filing by the written request (Company with the "Piggyback Request") Commission of any such Holder, made within 10 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 shares of Common Stock (or other securities, as applicable) 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), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.1(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Applicable Shareholders (a “Piggyback Seller”) 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 such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered Piggyback Seller) for inclusion therein within ten days after such Piggyback Notice is received by such Piggyback Requests to be registered under the Securities Act (with the securities which the 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. 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 effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand RegistrationsSeller.