Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) IfExcept as otherwise provided in this Section 2(b), if at any time (including in an Initial Public Offering), the Company proposes decides to register prepare and file with the Commission a Registration Statement relating to an underwritten public offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (securities, other than a registration on Form S-4 or Form S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public (each as promulgated under the Securities Act) or their then-equivalent forms relating to equity securities to be issued in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, it will give written notice the Company shall send to all the holders each Holder of Registrable Securities promptly written notice of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities decision and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and within ten (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (3010) days after the receipt of such notice, any such notice Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolders), the Company will use reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that which the Company has been so requested to registerregister by such Holder in connection with such underwritten public offering; provided, however, that: (i) If, that if at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine decide for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such decision to such Holder and, thereupon: (i) in the case of a determination not to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof) and (ii) in the Registration Expenses case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2(b) for the same period as the delay in connection therewith), without prejudiceregistering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities that such Holder requests to be registered; provided, however, that the Company shall not be required to the rights register any Registrable Securities pursuant to this Section 2(b) that are eligible for sale pursuant to Rule 144(k) of the holders Securities Act, as determined by the mutual written agreement of the Company and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease). Notwithstanding any other provision of this Section 2(b), in the case of an underwritten public offering, if the managing underwriter reasonably determines that marketing factors require a limitation on the number of shares to request that a registration subsequently be effected under Section 6.1 hereof. offered, the underwriter may (iisubject to the allocation priority set forth below) If exclude from such registration involves an Underwritten Offering, Registration Statement up to all of the securities which would otherwise be offered by persons other than the Company for the Company’s own account. The Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be offered and the number of shares of securities that are to be excluded from registration. Securities to be excluded from registration shall be determined in the following order of priority: first to be excluded, the securities held by any person not having contractual piggyback registration rights; second to be excluded, securities held by any person having contractual piggyback registration rights pursuant to an agreement other than either the Rights Agreement dated as of November 13, 1998 by and between the Company and America Online, Inc. or this Agreement; third to be excluded, Registrable Securities requesting of the Holders, reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the Company’s registration); and last to be excluded, securities held by any person having contractual piggyback registration must sell their Registrable Securities rights pursuant to the underwriters selected Rights Agreement dated as of Novermber 13, 1998 by and between the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergersAmerica Online, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.Inc.

Piggyback Registrations. (ai) IfAfter the expiration of the Holdback Period, at for so long as any time (including in an Initial Public Offering)Investor holds Registrable Securities, the Company proposes shall notify the Investors in writing at least fifteen (15) days prior to register the filing of any of its equity securities registration statement under the Securities Act for purposes of a public offering of equity securities of the Company (other than a including, but not limited to, registration on Form S-4 or S-8 or statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements and any successor or similar forms thereto and other than registration statement filed pursuant to a registration demand under Section 6.11(a), whether ) and will afford the Investor a reasonable opportunity to include in such public offering all or not for sale for its own account, on a form and in a manner that would permit registration part of such Registrable Securities for sale held by the Investor. If an Investor desires to the include in any such public under the Securities Act, it will give written notice to offering all the holders or any part of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if held by it, such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company Investor shall, within thirty fifteen (3015) days after the receipt of any such above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by the Company has been so requested Investor. If the Investor decides not to register; provided, however, that: (i) If, at any time after giving such written notice include all of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon in any public offering thereafter filed by the Company Company, such Investor shall be relieved of its obligation nevertheless continue to register have the right to include any Registrable Securities in connection with such registration (but not from its obligation to pay any subsequent public offering or public offerings as may be made by the Registration Expenses in connection therewith)Company, without prejudice, however, to all upon the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereofterms and conditions set forth herein. (ii) If the public offering of which the Company gives notice under this Section 1(b) is for an underwritten offering, the Company shall so advise the Investors. In such registration involves event, the right of an Underwritten Offering, all holders of Investor to include Registrable Securities requesting in a public offering pursuant to this Section 1(b) shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. Each of the Company and such Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investors participating in the offering). Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing, pricing or similar factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by underwriting shall be allocated as follows: (i) first, shares that the Company on proposes to sell (if participating in the same terms and conditions as apply offering); (ii) second, shares that SunEdison or its Affiliates (if participating in the offering) propose to sell; (iii) third, the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such underwriting and the shares that other stockholders with registration should rights requested to be limited due to market conditionsincluded in such underwriting which, then in the Company will promptly so notify each holder opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based other shares on the respective basis of the number of shares owned by each such holder, and (iv) fourth, any other securities requested to be included in such underwriting which, in the opinion of Registrable Securities as to which registration has been requested by all the underwriters, can be sold without any such holdersadverse effect. (eiii) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the The Company shall have the right to select terminate or withdraw any public offering initiated by it under this Section 1(b) whether or not an Investor has elected to include securities in such public offering, and shall promptly notify the managing underwriter with respect Investors in writing (if any has elected to the include shares in such public offering) of such termination or withdrawal.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 any Interests or any successor security convertible into or similar forms thereto and other than pursuant to a registration under Section 6.1)exchangeable or exercisable for Interests, whether or not for sale for its own accountaccount and other than pursuant to a Demand Registration, on a form and in a manner that which would permit registration of the Registrable Securities Interests held by a Equityholder for sale to the public under the Securities Act, it will the Company shall give written notice to all of the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or to each Equityholder not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within later than thirty (30) days prior to the filing thereof. Each Equityholder shall have the right to request that all or any part of its Registrable Interests be included in such registration. Each Equityholder can make such a request by giving written notice to the Company within ten (10) Business Days after the receipt giving of any such notice (which request shall specify by the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to registerCompany; provided, however, that: (i) If, at any time after giving that if the registration is an underwritten registration and the managing underwriters of such written notice offering determine that the aggregate amount of its intention to register any securities and prior to the effective date of the registration statement filed Company which the Company and all Equityholders propose to include in connection with such Registration Statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company shall determine for any reason not proposes to register such securitiessell, second, the Company may, at its election, give written notice Registrable Interests of such determination to each holder Equityholders, pro rata among all such Equityholders on the basis of the relative percentage of Registrable Securities Interests owned by all Equityholders who made a request as hereinabove provided have requested that securities owned by them be so included (it being further agreed and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceunderstood, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select eliminate entirely the managing underwriter with respect participation of the Equityholders), and third, the comparable securities of any additional holders of the Company's securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Interests proposed to be registered and sold pursuant to an underwritten offering for the account of any Equityholder shall be sold to the offeringprospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Equityholder who holds Registrable Interests being registered in 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 lead underwriter of the terms of such 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 any Equityholder.

Piggyback Registrations. (a) If, The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to filing any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act for purposes of effecting a public offering of any securities of the Company (other than a registration statement on Form S-4 S-8 or S-8 Form S-4, or any successor forms thereof). Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration amount of Registrable Securities for sale as each such Eligible Holder may request, subject to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingconditions set forth herein, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, howeverspecify, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinionextent then known, the number and class of securities proposed to be included registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. If an Eligible Holder of Registrable Securities desires to include in any such registration statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within ten (10) days after receipt of the Intended Offering Notice from the Company, so notify the Company in writing (the "Piggy-back Notice"), and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such registration should statement and offered to the public. Upon the request of the Company, the Selling Shareholders shall enter into such underwriting, custody and other agreements as shall be limited due customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. If the Eligible Holder decides not to market conditions, then the Company will promptly so notify each holder include all of its Registrable Securities that has requested in any registration and statement thereafter filed by the Registrable Securities of each such holder Company, Eligible Holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as nevertheless continue to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the managing underwriter Company with respect to offerings of its securities, all upon the offeringterms and conditions set forth herein.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not public offering of securities of the Company solely for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration cash (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) whether or not and will afford each such Holder an opportunity to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be soldheld by it shall, within ten (10) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) business days after the receipt of any such above-described notice (which request shall specify from the Company, so notify the Company in writing and the Company will use its commercially reasonable efforts to cause the Registrable Securities intended so requested by such Holder to be disposed of by included in such holder and registration statement. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so requested advise the Holders of Registrable Securities. In such event, the right of any such Holder to registerbe included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities offered for sale by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that: that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (i30%) Ifof the total amount of securities included in such registration unless such offering is the Initial Offering, at in which case, the selling Holders may be excluded. In no event will shares of any time after giving other selling stockholder be included in such registration that would reduce the number of shares that may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the Company shall determine for any reason not to register such securitiespartners, the Company may, at its election, give written notice retired partners and stockholders of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)Holder, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve estates and family members of any such partners and retired partners and any trusts for the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration benefit of any of its securities the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit planssuch “Holder,” as defined in this sentence. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 2.3 prior to the offeringeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration statement on Form S-8 or Form S-4 or S-8 or any their successor or similar forms thereto and other than pursuant to a registration under Section 6.1forms), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, then the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination intention (an “Intended Offering Notice”) to each holder Holder at least 20 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities who made as each such Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities, together with a good faith estimate by the Company of the proposed maximum offering price of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (such written notice from any such Holder being a “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as hereinabove provided shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 3 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 3 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and thereupon arrangements required by this Agreement. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering, the Company shall be relieved of its obligation include in such Registration such Maximum Number as follows: (i) first, the securities that the Company proposes to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)sell, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offeringsecond, all holders of Registrable the Applicable Securities requesting requested to be included in such Registration pro rata among the Company’s Electing Holders thereof based on the respective amount of Applicable Securities owned by them and (iii) third, if any, securities held by other holders of securities of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration must sell their Registrable Securities rights with respect to such securities. (c) The rights of the Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the underwriters selected by extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company on the same terms may abandon and/or withdraw any registration as to which rights under Section 3 may exist (or have been exercised) at any time and conditions as apply to for any reason without liability hereunder. In such event, the Company or the other selling stockholders participating shall notify each Holder that has delivered a Piggyback Notice to participate therein. No registration Registration of Registrable Securities effected pursuant to a request under this Section 6.2 3 shall be deemed to be, or shall relieve the Company of its obligation to effect registration effect, a Registration upon request under Section 6.1. (b) 2 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergersinconsistent with, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinionadversely affect, the number rights and benefits of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares holders of Registrable Securities as to which registration has been requested by all such holderscontained in this Agreement. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (ai) IfAfter the expiration of the Holdback Period, at for so long as any time (including in an Initial Public Offering)Investor holds Registrable Securities, the Company proposes shall notify the Investors in writing at least fifteen (15) days prior to register the filing of any of its equity securities registration statement under the Securities Act for purposes of a public offering of equity securities of the Company (other than a including, but not limited to, registration on Form S-4 or S-8 or statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements and any successor or similar forms thereto and other than registration statement filed pursuant to a registration demand under Section 6.16.1(a), whether ) and will afford the Investor a reasonable opportunity to include in such public offering all or not for sale for its own account, on a form and in a manner that would permit registration part of such Registrable Securities for sale held by the Investor. If an Investor desires to the include in any such public under the Securities Act, it will give written notice to offering all the holders or any part of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if held by it, such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company Investor shall, within thirty fifteen (3015) days after the receipt of any such above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by the Company has been so requested Investor. If the Investor decides not to register; provided, however, that: (i) If, at any time after giving such written notice include all of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon in any public offering thereafter filed by the Company Company, such Investor shall be relieved of its obligation nevertheless continue to register have the right to include any Registrable Securities in connection with such registration (but not from its obligation to pay any subsequent public offering or public offerings as may be made by the Registration Expenses in connection therewith)Company, without prejudice, however, to all upon the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereofterms and conditions set forth herein. (ii) If the public offering of which the Company gives notice under this Section 6.1(b) is for an underwritten offering, the Company shall so advise the Investors. In such registration involves event, the right of an Underwritten Offering, all holders of Investor to include Registrable Securities requesting in a public offering pursuant to this Section 6.1(b) shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. Each of the Company and such Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investors participating in the offering). Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing, pricing or similar factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by underwriting shall be allocated as follows: (i) first, shares that the Company on proposes to sell (if participating in the same terms and conditions as apply offering); (ii) second, shares that SunEdison or its Affiliates (if participating in the offering) propose to sell; (iii) third, the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such underwriting and the shares that other stockholders with registration should rights requested to be limited due to market conditionsincluded in such underwriting which, then in the Company will promptly so notify each holder opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based other shares on the respective basis of the number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in such underwriting which, in the opinion of Registrable Securities as to which registration has been requested by all the underwriters, can be sold without any such holdersadverse effect. (eiii) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the The Company shall have the right to select terminate or withdraw any public offering initiated by it under this Section 6.1(b) whether or not an Investor has elected to include securities in such public offering, and shall promptly notify the managing underwriter with respect Investors (if any has elected to the include shares in such public offering) of such termination or withdrawal.

Piggyback Registrations. (a) IfFS shall notify Belknap at least 15 days prior to the filing of any registration xxxxxxxnt under the Securities Act for a public offering of securities of FS (including, but not limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford Belknap an opportunity to include in such registration statement xxx xx part of the Registrable Securities held by Belknap; provided, that (x) no such notice shall be required, and xxxx Xection 2.2 shall not be applicable, at any time when a registration statement filed under Section 2.1 is effective. Such notice shall (including in an Initial Public Offering), i) offer Belknap the Company proposes opportunity to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration such number of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing Sexxxxxxxs as he may request and (ii) describe such securities and specifying specify the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and underwriter, whether such underwritten offering will be pursuant to a “"best efforts” " or “"firm commitment” " underwriting, and (ii) and, if known, the price, net amount of any underwriting commissions, discounts and the like, at which the Registrable Securities are discount reasonably expected to be sold) if such disclosure is acceptable incurred in connection therewith). If Belknap desires to the managing underwriter. Upon the written request of include in any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of statement all xx xxxt of the Registrable Securities held by him, he shall, within 15 days after receipt of the above-described notice from FS, so notify FS in writing. Such notice shall state the number of Registrable Securities which Belknap requests to be included in such registration and his intexxxx xxthod of disposition of the Registrable Securities. If Belknap decides not to include all or any part of his Registrable Xxxxxxties in any registration statement filed by FS, he shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect Belknap's rights under Section 2.1. (b) Notwithstanding the provisions of Section 2.2(a), FS shall not be required to give Belknap notice of its intent to file any registration statement ox xxx xype described in Section 2.2(a) which is filed prior to the expiration of the Lock-Up Period (a "Lock-up Period Registration Statement"), and (except as set forth in the last sentence of this Section 2.2(b)) Belknap shall not have the right to include any of his Registrablx Xxxxxities in any Lock-Up Period Registration Statement, unless such Lock-Up Period Registration Statement includes all or a part of the Five Star Shares (such registration statement, a "Qualifying Registration Statement"). In the event that the Company has been so requested FS shall file a Qualifying Registration Statement, Belknap shall be entitled to registerinclude his Registrable Securities ix xxxx Qualifying Registration Statement; provided, however, that:that the number of Registrable Securities that he shall be entitled to include shall be limited to such number of his Registrable Securities as equals the total number of Registrable Securities then owned by Belknap multiplied by a fraction, the numerator of which is the nxxxxx xf shares of Five Star Shares that are being included in such Qualifying Registration Statement and the denominator of which is the total number of Five Star Shares. If a Lock-Up Period Registration Statement, other than a Qualifying Registration Statement, is not declared effective by the SEC prior to the expiration of the Lock-Up Period, FS shall give Belknap a reasonable opportunity to include any of his Registrablx Xxxxxities in such Lock-Up Period Registration Statement. (ic) IfIf the registration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, at Belknap's right to be included in a registration pursuant to this Xxxxxxx 2.2 shall be conditioned upon his participation in the underwriting to the extent provided herein and his entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by FS. Notwithstanding any time after giving other provision of this Section 2.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then FS shall so advise Belknap, and the number of securities that may be included in the xxxxxxriting shall be allocated first, to FS; and second, to Belknap and to any other stockholders of FS having comparable rigxxx, xx a pro rata basis based on the total number of Registrable Securities requested to be sold by Belknap and such other stockholders. If Belknap disapproves of thx xxxxx of any such underwriting, he may xxxxx to withdraw therefrom by written notice of its intention to register any securities FS and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registrationstatement, the Company which withdrawal shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the affect Belknap's rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof2.1 or 2. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), 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 a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1Special Registration Statement), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying so to each of the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering Holders of record of Registrable Securities, at least ten (10) Business Days prior to the filing of any registration statement under the Securities andAct or, if so, in the identity case of the managing underwriter and whether such offering will be registrations pursuant to a “best efforts” or “firm commitment” underwritingSection 2.1, and as required pursuant to Section 2.1. (iib) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered Holder desiring to the Company have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within thirty three (303) days after Business Days following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition distribution thereof), the Company will shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable 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 to permit the sale or other disposition by the Holders (in accordance with the intended method of all 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 (the “Piggyback Registration”). (c) There is no limitation on the number of Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company has been so and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Holders other than the Investor Shareholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (d) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to registerbe included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that:, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade. (ie) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities who made and (i) in the case of a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the holders case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereoffor the same period as the delay in registering such other equity securities. (iif) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company Any Holder shall have the right to select withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the managing underwriter Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. (g) The Company shall use commercially reasonable efforts to maintain the offeringeffectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such registration statement have actually been sold.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than file or publish a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public Registration Statement under the Securities Act, it will respectively, with respect to any offering of its securities for its own account or for the account of any other Persons (other than (i) a registration under Section 2.1 or (ii) a registration on Form S-4, F-4 or S-8 or any similar or successor form to such Forms (such registration pursuant to clause (ii), a “Company Sale”)), then, as soon as practicable (but in no event less than 15 business days prior to the proposed date of filing or publishing, as the case may be, such Registration Statement), the Company shall give written notice of such proposed filing to all the holders Holders of Registrable Securities promptly and such notice shall offer the Holders of its intention such Registrable Securities the opportunity, subject to do soSection 2.3, describing to register under such securities and specifying the form and manner and the other relevant facts involved in Registration Statement such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering number of Registrable Securities and, if soas each such Holder may request in writing (a “Piggyback Registration”). Pursuant and subject to Section 2.3, the identity of the managing underwriter and whether Company shall include in such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registration Statement all such Registrable Securities which are reasonably expected requested to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company included therein within thirty (30) 21 days after the receipt by such Holder of any such notice (which request shall specify notice; including, if necessary, filing with the Registrable Securities intended SEC, a post-effective amendment or a supplement to be disposed of such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such holder and Registration Statement, if required by the intended method of disposition thereof)rules, regulations or instructions applicable to the registration form used by the Company will use best efforts to effect the registration under for such Registration Statement or by the Securities Act of all of the Registrable Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that the Company has been so requested to register; provided, however, that: (i) If, if at any time after giving such written notice of its intention to register any securities of the Company and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each holder Holder and, thereupon, (i) in the case of Registrable Securities who made a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. ) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If the offering pursuant to such registration involves Registration Statement is to be an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon then each Holder making a request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The for a Piggyback Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 2.2 must, and the Company shall make such arrangements with the underwriters so that each such Holder may, participate, subject to Section 2.3, in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be paid by the Company. (d) If on any other basis, then each Holder making a registration request for a Piggyback Registration pursuant to this Section 6.2 involves an Underwritten Offering 2.2 must, and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly make such arrangements so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until Holder may, participate, subject to Section 2.3, in such limitation has been met) based offering on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders basis. Each Holder of Registrable Securities shall have requested registration pursuant be permitted to this Section 6.2, the Company shall have the right to select the managing underwriter with respect withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the offeringeffective date thereof.

Piggyback Registrations. (a) IfFS shall notify JL at least 15 days prior to the filing of any registration statement under the Securities Act for a public offering of securities of FS (including, but not limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford JL an opportunity to include in such registration statement all or part of the Registrable Securities held by JL; provided, that (x) no such notice shall be required, and this Section 2.2 shall not be applicable, at any time when the registration statement filed under Section 2.1 is effective. Such notice shall (including in an Initial Public Offering), i) offer JL the Company proposes opportunity to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration such number of Registrable Securities for sale to the public under the Securities Act, as it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing may request and (ii) describe such securities and specifying specify the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and underwriter, whether such underwritten offering will be pursuant to a “"best efforts” " or “"firm commitment” " underwriting, and (ii) and, if known, the price, net amount of any underwriting commissions, discounts and the like, at which the Registrable Securities are discount reasonably expected to be sold) if such disclosure is acceptable incurred in connection therewith). If JL desires to the managing underwriter. Upon the written request of include in any such holder delivered to the Company within thirty (30) days after the receipt registration statement all or part of any such notice (which request shall specify the Registrable Securities intended held by it, it shall, within 15 days after receipt of the above-described notice from FS, so notify FS in writing. Such notice shall state the number of Registrable Securities which JL requests to be disposed of by included in such holder registration and the its intended method of disposition thereof)of the Registrable Securities. If JL decides not to include all or any part of its Registrable Securities in any registration statement filed by FS, it shall nevertheless continue to have the Company will use best efforts right to effect include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the registration under the Securities Act terms and conditions set forth herein. In addition, inclusion of all any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1. (b) If the registration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, JL's right to be included in a registration pursuant to this Section 2.2 shall be conditioned upon its participation in the underwriting to the extent provided herein and its entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by FS. Notwithstanding any other provision of this Section 2.2, if the underwriter determines in good faith that marketing factors require a limitation of the Company has been number of securities to be underwritten (including Registrable Securities), then FS shall so advise JL, and the number of securities that may be included in the underwriting shall be allocated first, to FS; and second, to JL and to any other stockholders of FS having comparable rights, on a pro rata basis based on the total number of Registrable Securities requested to register; providedbe sold by JL and such other stockholders. If JL disapproves of the terms of any such underwriting, however, that: (i) If, at any time after giving such it may elect to withdraw therefrom by written notice of its intention to register any securities FS and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registrationstatement, the Company which withdrawal shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the affect JL's rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof2.1 or 2. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.19.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to Safeway and all the Stockholders who are holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in of such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon Subject to Section 9.3(h), upon the written request of any such holder of Registrable Securities (collectively, the “Requesting Holders”) delivered to the Company within thirty ten (3010) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will use best commercially reasonable efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided the Requesting Holders and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities Safeway to request that a registration subsequently be effected under Section 6.1 9.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration Requesting Holders must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company Company, Safeway or the other selling stockholders Stockholders participating therein. No registration effected under this Section 6.2 9.2 shall relieve the Company of its obligation to effect registration upon Safeway’s request under Section 6.19.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 9.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 9.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 9.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration Requesting Holder and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders; provided, however, that if the managing underwriter requests that the Requesting Holders, other than Safeway, be excluded first, the Stockholders agree to comply with such request. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.29.2, the Company shall have the right to select the managing underwriter with respect to the offering. (f) For purposes of Sections 9.1 and 9.2, “Registration Expenses” means any and all out-of-pocket expenses incident to the Company’s performance or compliance with Section 9 hereof, including, without limitation, all Commission, stock exchange or registration and filing fees, all fees and expenses of complying with securities and blue sky laws (including reasonable fees and disbursements of underwriters’ counsel in connection with blue sky qualification and stock exchange filings), all fees and expenses of the transfer agent and registrar, if any, for the Registrable Securities, all printing expenses, the fees and disbursements of counsel for the Company and of its independent auditors, public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, and the reasonable fees and disbursements of one counsel retained by each of the Requesting Holders and Safeway, as applicable, but excluding underwriting discounts and commissions and applicable transfer and documentary stamp taxes, if any, which shall be borne by the seller of the securities in all cases.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 S- 8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1)thereto) for the account of another Person or, whether or not for sale at any time following the effectuation of an initial public offering by the Company of the Common Stock, for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (registration, including, without limitation limitation, (ix) the intended method of disposition of the securities offered, including whether or not such registration will be effected through an underwriter in connection with an underwritten offering of Registrable Securities Underwritten Offering or on a "best efforts" basis, and, if soin any case, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingunderwriter, if any, and (iiy) the price, net of any underwriting commissions, discounts and the like, price at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder of Registrable Securities delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that:: -------- ------- (i) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who shall have made a request for registration as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof.; and (ii) If if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1Company. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 5.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 5.2 involves an Underwritten Offering and the managing underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify advise each holder of Registrable Securities that has requested registration pursuant to Section 5.2(a) hereof, and the Registrable Securities of each such holder shares shall be excluded from such offering pro rata (until such limitation has been met) rata, based on the respective number of shares of Registrable Securities as --- ---- to which registration has been so requested by such Shareholders, until all such holdersRegistrable Securities shall have been so excluded; and thereafter, the securities requested to be registered by the Company shall be excluded. (ed) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.25.2, the Company shall have the right to select the managing underwriter with respect to the offering; provided that such managing -------- underwriter shall be a nationally recognized investment banking firm. (e) The Company will pay all Registration Expenses incurred in connection with each of the registrations of Registrable Securities effected by it pursuant to this Section 5.2.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not public offering of securities of the Company solely for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration cash (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) whether or not and will afford each such Holder an opportunity to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be soldheld by it shall, within ten (10) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) business days after the receipt of any such above-described notice (which request shall specify from the Company, so notify the Company in writing and the Company will use its commercially reasonable efforts to cause the Registrable Securities intended so requested by such Holder to be disposed of by included in such holder and registration statement. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so requested advise the Holders of Registrable Securities. In such event, the right of any such Holder to registerbe included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities offered for sale by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that: that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (i30%) Ifof the total amount of securities included in such registration unless such offering is the Initial Offering, at in which case, the selling Holders may be excluded. In no event will shares of any time after giving other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the Company shall determine for any reason not to register such securitiespartners, the Company may, at its election, give written notice retired partners and stockholders of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)Holder, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve estates and family members of any such partners and retired partners and any trusts for the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration benefit of any of its securities the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit planssuch “Holder,” as defined in this sentence. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 2.3 prior to the offeringeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

Piggyback Registrations. (a) IfCommencing 120 days after the Closing Date, if at any time (including in an Initial Public Offering), the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration statement on Form S-8 or Form S-4 or S-8 or their successor forms), then the Company shall give written notice of such intention (an “Intended Offering Notice”) to Vivendi and to each other Holder (provided the Company shall not be obligated to provide an Intended Offering Notice to any successor or similar forms thereto and person (other than pursuant Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a registration under Section 6.1), whether “Holder” as provided in this Agreement) at least 10 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or not for sale for its own account, on a form and in a manner that would permit registration amount of Registrable Securities for sale as each such notified Holder may request, subject to the public under conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. Any Holder that elects to have its Registrable Securities Act, it will give offered and sold pursuant to such Registration Statement shall so advise the Company in writing (such written notice to all from any such Holder being a “Piggyback Notice”) not later than seven business days after the holders date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities promptly that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its intention Applicable Securities from any Registration pursuant to do sothis Section 5.2 at any time prior to the sale thereof (or, describing if applicable, the entry into a binding agreement for such securities sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and specifying the form and manner and the other relevant facts involved in such proposed registration arrangements required by this Agreement. (including, without limitation (ib) whether or not such registration will be in In connection with an underwritten offering of Registrable Securities andoffering, if so, the identity of the managing underwriter and whether or underwriters advise the Company that in its or their good faith view the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering will be pursuant offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that the Company proposes to a “best efforts” or “firm commitment” underwritingsell, and (ii) second, the priceApplicable Securities requested to be included in such Registration pro rata among the Electing Holders and such other holders of securities of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities, net based on the respective amount of any underwriting commissionsApplicable Securities owned by them. (c) The rights of the Holders pursuant to Section 5.1 hereof and this Section 5.2 are cumulative, discounts and the like, at which exercise of rights under one such Section shall not exclude the Registrable Securities are reasonably expected to be sold) if subsequent exercise of rights under the other such disclosure is acceptable Section (except to the managing underwriterextent expressly provided otherwise herein). Upon the written request of any such holder delivered Notwithstanding anything herein to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)contrary, the Company will use best efforts may abandon and/or withdraw any registration as to effect the registration which rights under the Securities Act of all of the Registrable Securities that the Company has Section 5.2 may exist (or have been so requested to register; provided, however, that: (iexercised) If, at any time after giving and for any reason without liability hereunder. In such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationevent, the Company shall determine for any reason not notify each Holder that has delivered a Piggyback Notice to register such securities, the Company may, at its election, give written notice of such determination to each holder participate therein. No Registration of Registrable Securities who made effected pursuant to a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 5.2 shall be deemed to be, or shall relieve the Company of its obligation to effect registration effect, a Registration upon request under Section 6.1. (b) 5.1 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergersinconsistent with, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinionadversely affect, the number rights and benefits of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares holders of Registrable Securities as to which registration has been requested by all such holderscontained in this Agreement. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), or times after the date hereof the Company proposes shall seek to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of shares of Common Stock to the public for its own account or for the account of others (other than a except with respect to registration statements on Form S-4 or Form S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or another form not available for sale for its own account, on a form and in a manner that would permit registration of registering the Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofpublic), the Company will use best efforts promptly give written notice thereof to effect all holders of Registrable Securities (the registration under “Holders”). If within twenty (20) days after their receipt of such notice, one or more Holders request the Securities Act inclusion of some or all of the Registrable Securities that held by them in such registration statement, the Company has been so requested will use its best efforts to register; providedinclude such securities in such registration statement. In the case of any underwritten public offering, howeverif the managing underwriter determines in good faith that market conditions require a limitation on the number of Registrable Securities to be offered under such registration statement, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior subject to the effective date of the registration statement filed in connection with such registrationfollowing sentence, the Company shall determine for any reason not be required to register include in such securities, the Company may, at its election, give written notice of such determination to each holder of registration statement Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders Holders in excess of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offeringamount, all holders if any, of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company shares of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and Common Stock which the managing underwriter advises the Company that, of such underwritten offering shall reasonably and in its opinion, the number of securities proposed good faith agree to include in such offering in addition to any amount to be included in such registration should be limited due to market conditions, then registered for the Company will promptly so notify each holder account of Registrable Securities that has requested registration and the Registrable Securities Company. If any limitation of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested be registered by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration the Holders is required pursuant to this Section 6.22, the Company number of such securities to be excluded from such registration statement shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities in the registration statement, (ii) second, securities held by any Persons having contractual, incidental “piggyback” rights to include such securities on the registration statement pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities to be registered by the Holders as determined on a pro rata basis (based upon the relative number of Registrable Securities held by such Holders requesting inclusion pursuant to this Section 2); provided, that, in connection with a Glencoe Demand Registration or a Sxxx Demand Registration, the Registrable Securities shall be excluded from such registration statement in accordance with the priorities set forth in Section 3(a)(iii) or 3(b)(iii), as the case may be. Notwithstanding the foregoing, the Sxxx Holders shall not have the right any “piggyback” registration rights pursuant to select the managing underwriter this Section 2 with respect to any Glencoe Demand Registration which is not an underwritten public offering, nor shall the Glencoe Holders have any “piggyback” registration rights pursuant to this Section 2 with respect to any Sxxx Demand Registration which is not an underwritten public offering.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.14.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation limitation, (ix) whether or not such registration will be in connection with an underwritten offering Underwritten Offering of Registrable Securities and, if so, the identity of the managing underwriter Managing Underwriter and whether such offering will be pursuant to a “"best efforts” " or “"firm commitment” underwriting, " underwriting and (iiy) the price, price (net of any underwriting commissions, discounts and the like, ) at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter). Upon the written request of any such holder delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove herein above provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of the holders of the Registrable Securities Requesting Holders to request that such registration be effected as a registration subsequently be effected under Section 6.1 hereof4.1. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or Company, provided, however, that such holders shall not be required to make any representations about the other selling stockholders participating thereinCompany's business and will not be required to indemnify the underwriters for an amount which exceeds the net proceeds received by such holder. No registration effected under this Section 6.2 4.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.14.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 4.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 4.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 4.2 involves an Underwritten Offering and the managing underwriter Managing Underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder include in such registration (i) the securities the Company proposes to sell and (ii) the number of Registrable Securities that has requested by holders thereof to be included in such registration and that, in the opinion of such Managing Underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the basis of the respective number of shares of Registrable Securities as each such holder has requested to which registration has been requested by all be included in such holdersregistration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.24.2, the Company shall have the right to select the managing underwriter Managing Underwriter with respect to the offering; provided, that such Managing Underwriter is reasonably acceptable to the holders of a majority of the Registrable Securities requested to be sold in such Underwritten Offering.

Piggyback Registrations. (a) IfFollowing the Lock-Up Period, if at any time (including in an Initial Public Offering), the Company proposes Activision intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of Activision (other than a registration statement on Form S-8 or Form S-4 or S-8 or any their successor or similar forms thereto and other than pursuant to a registration under Section 6.1forms), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request then Activision shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination intention (an “Intended Offering Notice”) to each holder Management Stockholder at least 10 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities who made as Management Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. If Management Stockholder elects to have his Registrable Securities offered and sold pursuant to such Registration Statement, he shall so advise Activision in writing (such written notice from Management Stockholder being a “Piggyback Notice”) not later than seven (7) business days after the date on which Management Stockholder received the Intended Offering Notice, setting forth the number of Registrable Securities that Management Stockholder desires to have offered and sold pursuant to such Registration Statement. Upon the request of Activision, Management Stockholder shall enter into such underwriting, custody and other agreements as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities customary in connection with such registration (but not from its obligation to pay the Registration Expenses registered secondary offerings or necessary or appropriate in connection therewith), without prejudice, however, with the offering. Management Stockholder shall be permitted to the rights withdraw all or part of the holders of the Registrable his Applicable Securities from any Registration pursuant to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect at any registration of Registrable Securities under this Section 6.2 incidental time prior to the registration of sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall relate to an underwritten offering, the right of Management Stockholder to participate therein shall be paid conditioned upon Management Stockholder’s participation in the underwriting agreements and arrangements required by the Companythis Agreement. (db) If a registration pursuant to this Section 6.2 involves In connection with an Underwritten Offering and underwritten offering, if the managing underwriter advises the Company that, or underwriters advise Activision that in its opinion, or their good faith view the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering, Activision shall include in such Registration such Maximum Number as follows: (i) first, the securities that Activision proposes to sell, and (ii) second, the Applicable Securities requested to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded Registration pro rata (until among such limitation has been met) other holders of securities of Activision who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities, based on the respective number amount of shares Applicable Securities owned by them. (c) The rights of Management Stockholder pursuant to Section 6.1 hereof and this Section 6.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, Activision may abandon and/or withdraw any registration as to which rights under Section 6.2 may exist (or have been exercised) at any time and for any reason without liability hereunder. In such event, Activision shall notify Management Stockholder. No Registration of Registrable Securities effected pursuant to a request under this Section 6.2 shall be deemed to be, or shall relieve Activision of its obligation to effect, a Registration upon request under Section 6.1 hereof. Activision may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of Activision with respect to registration of such securities as contained in any such other agreement shall not be inconsistent with, or adversely affect, the rights and benefits of holders of Registrable Securities as to which registration has been requested by all such holderscontained in this Agreement. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) In no event shall the Company register any of its equity securities during the Restricted Period. If, at any time (including in an Initial Public Offering)after the fourth anniversary of the Effective Date, the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1)Act, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (registration, including, without limitation limitation, (ix) the intended method of disposition of the securities offered, including whether or not such registration will be effected through an underwriter in connection with an underwritten offering of Registrable Securities or on a "best efforts" basis, and, if soin any case, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingunderwriter, if any, and (iiy) the price, net of any underwriting commissions, discounts and the like, price at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder of Registrable Securities delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall reasonably determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who shall have made a request for registration as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights right of the holders of the Registrable Securities any Person to request that such registration be effected as a registration subsequently be effected under this Section 6.1 hereof.10.1; and (ii) If if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1Company. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 10.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 10.1 involves an Underwritten Offering underwritten offering and the managing underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify advise each holder of Registrable Securities that has requested registration pursuant to Section 10.1(a), and the Registrable Securities of each such holder shares shall be excluded pro rata (from such offering in the following order until such limitation has been met) : First, the Registrable Securities requested to be included in such offering by a Stockholder other than a NRG or any Permitted Transferee of NRG shall be excluded pro rata, based on the respective number of shares of Registrable Securities as to which registration has been so requested by such Stockholders, until all such holdersRegistrable Securities shall have been so excluded; second, the Registrable Securities requested to be included in such offering by NRG or any Permitted Transferee of NRG shall be excluded pro rata, based on the respective number of Registrable Securities as to which registration has been so requested by NRG or any Permitted Transferee of NRG, until all such Registrable Securities shall have been so excluded; and thereafter, the securities requested to be registered by the Company shall be excluded. (ed) In connection with any Underwritten Offering underwritten offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.210.1, the Company shall have the right to select the managing underwriter with respect to the offering; provided that such managing underwriter shall be a nationally recognized investment banking firm. (e) The Company will pay all Registration Expenses incurred in connection with each of the registrations of Registrable Securities effected by it pursuant to this Section 10.1.

Piggyback Registrations. (a) IfOn or after the 18-month anniversary of the Closing Date, at any time (including in an Initial Public Offering), if the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms thereto purposes, and other than demand registrations pursuant to a registration under Section 6.14.2), whether or not for sale for its own account, on a form and in a manner that which would permit registration of Registrable Securities of the same class of such Equity Securities for sale to the public under the Securities Act, it will will, at each such time, give prompt written notice to all the holders of Registrable Securities promptly Designated Stockholder of its intention to do so, describing such securities so and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterHolders’ rights under this Article IV. Upon the written request of any such holder delivered to the Company Designated Stockholder, on the behalf of all of the Holders, made within thirty (30) 15 days after the receipt of any such notice but in no event later than two (2) Business Days prior to the effectiveness of the registration statement as indicated in such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofeach Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that which the Company has been so requested to registerregister by the Holders thereof; provided, however, that: provided that (i) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationEquity Securities, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company Designated Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. and (ii) If if such registration involves an Underwritten Offeringunderwritten offering, all holders of Registrable Securities Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or the other selling stockholders participating thereinappropriate in combined primary and secondary offerings. No If a registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 4.1 involves an Underwritten Offering and the managing underwriter advises the Company thatunderwritten offering, in its opinion, the number of securities proposed any Holder requesting to be included in such registration should be limited due may elect, in writing prior to market conditionsthe effective date of the registration statement filed in connection with such registration, then not to register all or any part of such securities in connection with such registration. Nothing in this Section 4.1 shall limit the Company will promptly so notify each holder right of Registrable Securities that has requested any Holder to request the registration and of the Registrable Securities issuable upon conversion of each the Subject Shares held by such holder shall be excluded pro rata (until Holder notwithstanding the fact that at the time of the request such limitation has been met) based on the respective number of shares of Holder holds Preferred Stock and not Registrable Securities as to which Securities. The registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to rights provided for in this Section 6.24.1 are in addition to, and not in lieu of, registrations made upon the Company shall have the right to select the managing underwriter demand of any Investor Stockholder in accordance with respect to the offeringSection 4.2.

Piggyback Registrations. (a) If, at any Each time (including in an Initial Public Offering), the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under (whether for the Securities Actaccount of the Company or the account of any Existing Holder) and the form of registration statement to be used permits the registration of Registrable Securities, it will the Company shall give prompt written notice to all the holders each Holder of Registrable Securities promptly (which notice shall be given not less than 30 days prior to the anticipated filing date or two Business Days in the case of an Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved or his Registrable Securities in such proposed registration (includingstatement, without limitation (isubject to the limitations contained in Section 2.2(b) whether hereof. Each Holder who desires to have its or not his Registrable Securities included in such registration will statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days (or one Business Day in connection with the case of an underwritten offering Overnight Underwritten Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be in any registration statement pursuant to a “best efforts” or “firm commitment” underwriting, and (iithis Section 2.2(a) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the by giving written request of any such holder delivered notice to the Company within thirty (30of such withdrawal. Subject to Section 2.2(b) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)below, the Company will use best efforts to effect the shall include in such registration under the Securities Act of statement all of the such Registrable Securities that the Company has been so requested to registerbe included therein; provided, however, that: (i) If, that the Company may at any time after giving withdraw or cease proceeding with any such written notice of its intention to register any securities and prior to registration if it shall at the effective date of same time withdraw or cease proceeding with the registration statement filed in connection with such registrationof all other equity securities originally proposed to be registered. For the avoidance of doubt, the Company any registration or offering pursuant to this Section 2.2 shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves considered an Underwritten Offering, all holders Shelf Takedown for purposes of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under Section 2.1 of this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1Agreement. (b) The Company shall not be obligated With respect to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and 2.2(a), if the managing underwriter advises the Company that, that the inclusion of Registrable Securities requested to be included in its opinionthe Registration Statement will materially and adversely affect the price or success of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares for its own account or for the account of any Existing Holder), as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of securities proposed shares requested to be included in such Registration Statement by all Persons (including Holders) who have requested (pursuant to this Agreement or other contractual registration should rights) that their shares be limited due to market conditions, then included in such Registration Statement; and (ii) the Company will promptly so notify each holder maximum number of Registrable Securities that the managing underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested registration and the to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such holder underwriting arrangements; provided, however, that no such Person shall be excluded pro rata required to (until such limitation has been metA) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In make any representations or warranties in connection with any Underwritten Offering such registration other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Company or the underwriters with respect to which holders of Registrable Securities shall have requested registration pursuant to this thereto except as otherwise provided in Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering2.7.

Piggyback Registrations. (a) If, at any Each time (including in an Initial Public Offering), the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under (whether for the Securities Actaccount of the Company or the account of any Security Holders of the Company) and the form of registration statement to be used permits the registration of Registrable Shares, it will the Company shall give prompt written notice to all the holders each Holder of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice Shares (which request notice shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and given not less than 30 days prior to the effective date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement filed shall so advise the Company in connection with writing (stating the number of shares desired to be registered) within 20 days after the date of such registrationnotice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities include in connection with such registration (but not from its obligation statement all such Registrable Shares so requested to pay the Registration Expenses in connection therewith), without prejudicebe included therein; provided, however, to that the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If Company may at any time withdraw or cease proceeding with any such registration involves an Underwritten Offering, if it shall at the same time withdraw or cease proceeding with the registration of all holders of Registrable Securities requesting other equity securities originally proposed to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1registered. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, that the inclusion of Registrable Shares requested to be included in its opinionthe registration statement would cause a Material Adverse Effect, the Company will be obligated to include in the registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of securities proposed shares requested to be included in such registration should statement by all Persons (including Requesting Holders) who have requested (pursuant to contractual registration rights) that their shares be limited due included in such registration statement; and (ii) the maximum number of shares that the managing underwriter advises may be sold in an offering covered by the registration statement without a Material Adverse Effect. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to market conditionsinclude all Registrable Shares in a registration that such Holder has requested to be so included, then such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (i) agrees to sell such person’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company will promptly so notify and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each holder in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that has requested registration the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the Registrable Securities liability of each such holder shall Person will be excluded pro rata (until in proportion to, and provided, further, that such limitation has been met) based on liability will be limited, to the respective number net amount received by such Person from the sale of shares of his or its Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration Shares pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offeringsuch registration.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Shares for its own account or for the account of its equity securities any other shareholder under the Securities Act (other than a registration on Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms thereto and other than pursuant to filed in connection with an exchange offer or any employee benefit or stock purchase and/or dividend reinvestment plan or a registration under Section 6.1statement registering Shares that are issuable solely upon conversion of Share Equivalents), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give written notice to all (the holders of Registrable Securities promptly “Piggyback Notice”) of its intention to do so, describing such securities and specifying so to each of the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering Holders of Registrable Securities and, if so, at least five (5) Business Days prior to the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net filing of any underwriting commissions, discounts and registration statement under the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterAct. Upon the written request of any such holder delivered to the Company Holder, made within thirty five (305) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition distribution thereof), the Company will shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use best its commercially reasonable efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that 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 all 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 that the Company has been so 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 Registrations 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 Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of 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 Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable. (b) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company as treasury shares and (ii) any other Shares that are requested to registerbe included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that:, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering. (ic) If, at any time after giving such written notice of its intention to register any securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities who made and (x) in the case of a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected Holders under Section 6.1 hereof. 2.1, and (iiy) If in the case of a determination to delay such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation equity securities, shall be permitted to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to delay the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of such Registrable Securities requested pursuant to this Section 6.2 shall be paid by for the Companysame period as the delay in registering such other equity securities. (d) If a Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises 2.2 by giving written notice to the Company thatof its request to withdraw; provided, however, that such request must be made in its opinion, writing prior to the number earlier of securities proposed the execution of the underwriting agreement or the execution of the custody agreement with respect to be included in such registration should be limited due to market conditions, then or as otherwise required by the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersunderwriters. (e) In connection with any Underwritten Offering with respect Notwithstanding anything contained herein to which holders of Registrable Securities shall have requested the contrary, the piggyback registration rights granted pursuant to this Section 6.2, 2.2 shall automatically terminate at such time as both (i) the Registrable Securities beneficially owned by the Shareholders no longer constitute at least five percent (5%) of the outstanding Shares and (ii) no Shareholder is an “affiliate” of the Company shall have (within the right to select the managing underwriter with respect to the offeringmeaning of Rule 144).

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), If the Company proposes to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock for the Company’s own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or for the account of any holder of Common Stock of the Company (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, Holder) on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will then the Company shall give written notice of such proposed filing to all the holders Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date) (a “Registration Notice”), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities promptly of its intention to do so, describing as each such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterHolder may request. Upon the written request of any Holder, given by such holder delivered Holder to the Company within thirty (30) days no later than 10 Business Days after the receipt Company’s notice is delivered to such Holder, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of any such notice (which request shall specify the Holder’s Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Securities, the Company will use its best efforts to effect the registration under the Securities Act of all of the cause such Registrable Securities that the Company has as to which registration shall have been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities statement proposed to the underwriters selected be filed by the Company on the same terms and conditions as apply to any similar securities included therein; provided, however, that, notwithstanding the foregoing, the Company or may at any time, in its sole discretion, without the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration consent of any of its securities Holder, delay or abandon the proposed offering in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities which any Holder had requested to participate pursuant to this Section 6.2 5(a)(i) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 5(a)(i) of its intention to participate in such offering and, except for the obligation of the Company to pay registration expenses pursuant to Section 6, the Company shall incur no liability for its failure to complete any such offering. There is no limitation on the number of registrations that may be paid requested by the Company. (d) If a registration Holders pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises 5(a)(i) which the Company that, in its opinion, the number of securities proposed is obligated to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holderseffect. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration public offering of Registrable Securities for sale to securities of the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration Company (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company and any registration pursuant to Section 3.2, but excluding Special Registration Statements) whether or not and will afford each such Holder an opportunity to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company held by it shall, within thirty fifteen (3015) days after the receipt of any such above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof)of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement of which the Company gives notice under this Section 3.3 is for an underwritten offering, the Company will use best efforts shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to effect include Registrable Securities in a registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration under below twenty five percent (25%) of the Securities Act total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling Stockholders, in which event any or all of the Registrable Securities that of the Holders may be excluded in accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has been so requested to register; providedand the underwriter, however, that: delivered at least ten (i10) If, at any time after giving such written notice of its intention to register any securities and Business Days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the Company shall determine for any reason not to register such securitiespartners, the Company mayretired partners, at its electionmembers, give written notice retired members and stockholders of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)Holder, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve estates and family members of any such partners, retired partners, members and retired members and any trusts for the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration benefit of any of its securities the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit planssuch “Holder,” as defined in this sentence. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select terminate or withdraw any registration initiated by it under this Section 3.3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the managing underwriter Company in accordance with respect to the offeringSection 3.5 hereof.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration statement on Form S-8 or Form S-4 or S-8 their successor forms), then the Company shall give written notice of such intention (an “Intended Offering Notice”) to Vivendi and to each other Holder (provided the Company shall not be obligated to provide an Intended Offering Notice to any person (other than Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a “Holder” as provided in this Agreement) at least 10 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such notified Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any successor proposed means of distribution of such securities, and any proposed managing underwriter or similar forms thereto underwriters of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (such written notice from any such Holder being a “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other than agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the sale thereof (or, if applicable, the entry into a registration under binding agreement for such sale). If any Registration pursuant to this Section 6.1)5.2 shall relate to an underwritten offering, whether or not for sale the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by this Agreement. (b) In connection with an underwritten offering initiated by the Company for its own account, on a form and if the managing underwriter or underwriters advise the Company that in a manner that would permit registration its or their good faith view the number of Registrable Securities for sale securities proposed to be registered exceeds the public under Maximum Number with respect to such offering, the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved Company shall include in such proposed registration (including, without limitation Registration such Maximum Number as follows: (i) whether or not first, the securities that the Company proposes to sell, and (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders and such other holders of securities of the Company who have requested that their securities be included in such underwritten offering and who hold contractual registration will be in rights with respect to such securities, based on the respective amount of Applicable Securities owned by them. In connection with an underwritten offering initiated by holders of Registrable Securities andsecurities of the Company (other than the Holders) who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) underwriters advise the price, net Company that in its or their good faith view the number of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected securities proposed to be sold) if registered exceeds the Maximum Number with respect to such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationoffering, the Company shall determine for any reason not to register include in such securitiesRegistration such Maximum Number as follows: (i) first, the Company may, at its election, give written notice securities that holders of such determination to each holder securities of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall (other than the Holders) who have requested that their securities be relieved of its obligation included in such underwritten offering and who hold contractual registration rights with respect to register any Registrable Securities in connection with such registration (but not from its obligation securities propose to pay the Registration Expenses in connection therewith)sell, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offeringsecond, all holders of Registrable the Applicable Securities requesting requested to be included in such Registration pro rata among the Company’s registration must sell their Registrable Electing Holders, based on the respective amount of Applicable Securities owned by them and (iii) third, the securities that the Company proposes to sell. (c) The rights of the Holders pursuant to Section 5.1 hereof and this Section 5.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the underwriters selected by extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company on the same terms may abandon and/or withdraw any registration as to which rights under Section 5.2 may exist (or have been exercised) at any time and conditions as apply to for any reason without liability hereunder. In such event, the Company or the other selling stockholders participating shall notify each Holder that has delivered a Piggyback Notice to participate therein. No registration Registration of Registrable Securities effected pursuant to a request under this Section 6.2 5.2 shall be deemed to be, or shall relieve the Company of its obligation to effect registration effect, a Registration upon request under Section 6.1. (b) 5.1 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergersinconsistent with, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinionadversely affect, the number rights and benefits of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares holders of Registrable Securities as to which registration has been requested by all such holderscontained in this Agreement. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration transactions under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration Rule 145 of Registrable Securities for sale to the public under the Securities Act, it ) and will give written notice afford each such Holder an opportunity to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved include in such proposed registration (including, without limitation (i) whether statement all or not such registration will be in connection with an underwritten offering part of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected held by such Holder. Each Holder desiring to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of include in any such holder delivered to registration statement all or any part of the Company Registrable Securities held by it shall, within thirty twenty (3020) days after the receipt of any such the above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested held by such Holder. If a Holder decides not to register; provided, however, that: (i) If, at any time after giving such written notice include all of its intention to register Registrable Securities in any securities and prior to the effective date of the registration statement thereafter filed in connection with by the Company, such registration, Holder shall nevertheless continue to have the Company shall determine for any reason not right to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register include any Registrable Securities in connection with such any subsequent registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a statement or registration subsequently statements as may be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected filed by the Company on with respect to offering of its securities, all upon the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1set forth herein. (b) The If the registration statement under which the Company shall not be obligated to effect any registration of Registrable Securities gives notice under this Section 6.2 incidental to 2.2 is for an underwritten offering, the registration Company shall so advise the Holders of Registrable Securities. In such event, the right of any of its securities such Holder to be included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the managing inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter advises or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter and/or the Company that, determine in its opiniongood faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated first, among the Investors, if any, seeking registration under Section 2.1 hereof on a pro rata basis based on the total number of Registrable Securities held by the Investors and second, to the Common Stockholders and Spirit, if any, seeking registration under this Section 2.2 hereof on a pro rata basis based on the total number of Registrable Securities held by the Common Stockholders and Spirit. No such reduction shall reduce the securities proposed being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholder (other than the stockholder(s), if any, invoking the demand registration), in which event any or all of the Registrable Securities of the Investors may be excluded. In no event will shares of any other selling stockholder be included in such registration should that would reduce the number of shares that may be limited due to market conditions, then included by Holders without the Company will promptly so notify each holder prior written consent of Registrable Securities that has requested registration and Holders of not less than seventy-five percent (75%) of the Registrable Securities of each such holder shall on an as-converted basis proposed to be excluded pro rata (until such limitation has been met) based on sold in the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersoffering. (ec) In connection with any Underwritten Offering with respect to which holders Upon an affirmative vote of Registrable Securities shall have requested registration pursuant to this Section 6.2a majority of the directors of the Company, the Company shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 2.2 prior to the offeringeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

Piggyback Registrations. (a) IfAfter the third anniversary of the Closing Date, at any time (including in an Initial Public Offering), if the Company proposes determines to register 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 on Form S-4 pursuant to Section 6.1, a registration relating solely to employee or S-8 director benefit plans or employee dividend reinvestment plans, 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 successor of its Subsidiaries with any other business) or similar forms thereto and other than pursuant to acquisition of another business or a registration under Section 6.1), whether or on any registration form that does not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration secondary sales (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofPiggyback Registration”), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, promptly give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the proposed Piggyback Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. Purchaser and (ii) If subject to Sections 6.4(b) and 6.4(c), include in such registration involves an Underwritten Offering, Piggyback Registration and in any underwriting involved therein all holders of such Registrable Securities requesting to be included as are specified in a written request or requests made by the Company’s registration must sell their Registrable Securities to the underwriters selected Purchaser received by the Company on within 10 Business Days after such written notice from the same terms and conditions as apply Company is given to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1Purchaser. (b) The If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company shall not in writing that in their opinion the number of securities requested to be obligated included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to effect the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by holders that are contractually entitled to include such securities therein pursuant to any registration written agreement entered into by the Company prior to the date of this Agreement (the “Other Registrable Securities”) pro rata, on the basis of the number of shares of Common Stock held by the Purchaser and the holders of the other Registrable Securities under this Section 6.2 incidental and the Registrable Securities requested to be included in such registration by the Purchaser and (iii) third, any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of any holder of Other Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Other Registrable Securities, the Company will include in such registration of (A) first, the Other Registrable Securities requested to be included in such registration by the holders thereof, (B) second, the Registrable Securities requested to be included in such registration by the Purchaser and (C) third, any of its other securities requested to be included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit planssuch registration. (c) The Registration Expenses incurred Company and any holder of Other Registrable Securities initiating any registration will have the right to, in connection with each its sole discretion, defer, terminate or withdraw any registration initiated by it under this Section 6.4 whether or not the Purchaser has elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the event that the SEC or applicable federal securities laws and regulations prohibit the Company from including all of the Registrable Securities requested by the Purchaser to be registered in a registration statement pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions6.4, then the Company will promptly so notify each holder be obligated to include in such registration statement only such limited portion of Registrable Securities that has requested registration and the Registrable Securities of each as is permitted by the SEC or such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersfederal securities laws and regulations. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (ai) If, at any Each time (including in an Initial Public Offering), that the Company proposes for any reason to register any of its equity securities Common Stock under the Securities 1933 Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and “Proposed Registration”), other than pursuant to a registration under Section 6.1statement on Form S-4 or Form S-8 (or similar or successor forms), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall promptly give written notice (the “Piggyback Notice”) of such Proposed Registration to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity each of the managing underwriter and whether such offering will Investors (which notice shall be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within given not less than thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the expected effective date of the Company’s registration statement filed in connection with such registration, statement) and shall offer the Company shall determine for Investors the right to include any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any their Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating thereinProposed Registration. No registration effected under pursuant to this Section 6.2 2(g) shall relieve the Company of its obligation obligations to effect registration upon request under register Registrable Securities pursuant to the foregoing provisions of this Section 6.12. (bii) The Each Investor shall have twenty (20) days from the date of receipt of the Piggyback Notice to deliver to the Company shall not be obligated to effect any registration a written request specifying the number of Registrable Securities under this Section 6.2 incidental such Investor intends to sell and such Investor’s intended method of disposition. Any Investor shall have the registration right to withdraw such Investor’s request for inclusion of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of such Investor’s Registrable Securities requested in any registration statement pursuant to this Section 6.2 2(g) by giving written notice to the Company of such withdrawal. Subject to Section 2(g)(iii) and Section 2(h) below, the Company shall include in such registration statement all such Registrable Securities so requested to be paid by the Companyincluded therein. (diii) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter or underwriters of any Proposed Registration involving Registrable Securities advises the Company that, that the total number of Registrable Securities that the Investors and any other Persons intend to include in its opinion, the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of securities proposed the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such registration should be limited due to market conditions, then underwritten offering shall include the Company will promptly so notify each holder number of Registrable Securities that such managing underwriter or underwriters advises the Company in writing can be sold without having such adverse effect, with such number to be allocated (A) first, to the Company, (B) second, pro rata among the Investors who have requested participation in such underwritten offering and (iii) third, any other holder of Common Stock of the Company. The pro rata allocations for each Investor who has requested registration and the Registrable Securities of each participation in such holder underwritten offering shall be excluded pro rata the product of (until such limitation has been meta) based on the respective aggregate number of shares of Registrable Securities as proposed to which registration has been requested be sold by all Investors in such holders. underwritten offering multiplied by (eb) In connection with any Underwritten Offering with respect to which holders the fraction derived by dividing (x) the number of Registrable Securities shall have requested registration pursuant to this Section 6.2, owned on the Company Closing Date by such Investor by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Investors participating in the underwritten offering. All participating Investors shall have the right opportunity to select the managing underwriter with respect share pro rata that portion of such priority allocable to the offeringany Investor(s) not so participating.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.14.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation limitation, (ix) whether or not such registration will be in connection with an underwritten offering Underwritten Offering of Registrable Securities and, if so, the identity of the managing underwriter Managing Underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, underwriting and (iiy) the price, price (net of any underwriting commissions, discounts and the like, ) at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter). Upon the written request of any such holder delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove herein above provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of the holders of the Registrable Securities Requesting Holders to request that such registration be effected as a registration subsequently be effected under Section 6.1 hereof4.1. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or Company, provided, however, that such holders shall not be required to make any representations about the other selling stockholders participating thereinCompany’s business and will not be required to indemnify the underwriters for an amount which exceeds the net proceeds received by such holder. No registration effected under this Section 6.2 4.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.14.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 4.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 4.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 4.2 involves an Underwritten Offering and the managing underwriter Managing Underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder include in such registration (i) the securities the Company proposes to sell and (ii) the number of Registrable Securities that has requested by holders thereof to be included in such registration and that, in the opinion of such Managing Underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the basis of the respective number of shares of Registrable Securities as each such holder has requested to which registration has been requested by all be included in such holdersregistration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.24.2, the Company shall have the right to select the managing underwriter Managing Underwriter with respect to the offering; provided, that such Managing Underwriter is reasonably acceptable to the holders of a majority of the Registrable Securities requested to be sold in such Underwritten Offering.

Piggyback Registrations. (a) IfExcept as provided herein if, at any time (including in when there is not an Initial Public Offering)effective Registration Statement covering the Registrable Securities, the Company proposes shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (securities, other than a registration on Form S-2 (but only in connection with a rights offering), S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public Form S- 8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely to existing shareholders or solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, it will give written notice the Company shall send to all the holders each Holder of Registrable Securities promptly written notice of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities determination and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and within ten (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (3010) days after the receipt of such notice, any such notice Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofPurchasers), the Company will use best reasonable efforts to effect the registration under the Securities Act of all of the Registrable Securities that which the Company has been so requested to register; providedregister by the Holder, howeverto the extent requisite to permit the disposition of the Registrable Securities so to be registered, that: (i) If, provided that if at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder such Holder and, thereupon, (i) in the case of Registrable Securities who made a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with this Agreement), without prejudiceand (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the rights of the holders inclusion of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If in such registration involves an Underwritten Offeringstatement, all holders then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities requesting of the Holder and other holders of piggy-back registration rights included in such registration statement shall be reduced pro rata among such Holders and other holders of piggy-back registration rights (based upon the number of Registrable Securities requested to be included in the Company’s registration) or, in the case of other holders of piggy-back registration must sell their rights, in the manner provided for in that applicable agreement, or (y) none of the Registrable Securities to of the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 Holders shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditionsstatement if the Company, then after consultation with the Company will promptly so notify each holder underwriter(s), recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities that has requested registration and intended to be offered by the Registrable Securities Holders than the fraction of each similar reductions imposed on such holder shall be excluded pro rata other persons or entities (until such limitation has been met) based on other than the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersCompany). (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) IfExcept as provided herein if, at any time (including in ----------------------- when there is not an Initial Public Offering)effective Registration Statement covering the Registrable Securities, the Company proposes shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (securities, other than a registration on Form S-2 (but only in connection with a rights offering), S-4 or Form S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely to existing shareholders or solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, it will give written notice the Company shall send to all the holders each Holder of Registrable Securities promptly written notice of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities determination and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and within ten (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (3010) days after the receipt of such notice, any such notice Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofPurchasers), the Company will use best reasonable efforts to effect the registration under the Securities Act of all of the Registrable Securities that which the Company has been so requested to register; providedregister by the Holder, howeverto the extent requisite to permit the disposition of the Registrable Securities so to be registered, that: (i) If, provided that if at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder such Holder and, thereupon, (i) in the case of Registrable Securities who made a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewithaccordance with this Agreement), without prejudiceand (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the -------- ------- Company shall not be required to register any Registrable Securities pursuant to this Section 2 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the rights of the holders inclusion of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If in such registration involves an Underwritten Offeringstatement, all holders then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities requesting of the Holder and other holders of piggy-back registration rights included in such registration statement shall be reduced pro rata among such Holders and other holders of piggy-back registration rights (based upon the number of Registrable Securities requested to be included in the Company’s registration) or, in the case of other holders of piggy-back registration must sell their rights, in the manner provided for in that applicable agreement, or (y) none of the Registrable Securities to of the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 Holders shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditionsstatement if the Company, then after consultation with the Company will promptly so notify each holder underwriter(s), recommends the inclusion of none of such Registrable Securities; provided, however, that if -------- ------- securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities that has requested registration and intended to be offered by the Registrable Securities Holders than the fraction of each similar reductions imposed on such holder shall be excluded pro rata other persons or entities (until such limitation has been met) based on other than the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersCompany). (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not public offering of securities of the Company solely for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration cash (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) whether or not and will afford each such Holder an opportunity to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be soldheld by it shall, within ten (10) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) business days after the receipt of any such above-described notice (which request shall specify from the Company, so notify the Company in writing and the Company will use its commercially reasonable efforts to cause the Registrable Securities intended so requested by such Holder to be disposed of by included in such holder and registration statement. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so requested advise the Holders of Registrable Securities. In such event, the right of any such Holder to registerbe included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities offered for sale by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that: that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (i30%) Ifof the total amount of securities included in such registration unless such offering is the Initial Offering, at in which case, the selling Holders may be excluded. In no event will shares of any time after giving other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the Company shall determine for any reason not to register such securitiespartners, the Company may, at its election, give written notice retired partners and stockholders of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)Holder, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve estates and family members of any such partners and retired partners and any trusts for the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration benefit of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 the foregoing persons shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed deemed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.a single “Holder,”

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering)other than pursuant to Sections 2.1 and 2.2, the Company proposes or is required to register file a registration statement under the Securities Act with respect to an offering of Common Stock, any other of its equity securities or securities convertible into or exchangeable or exercisable for any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1)securities, whether or not for sale for its own accountaccount (other than a registration statement (i) on Form X-0, on a form and Xxxx X-0 or any successor forms thereto or (ii) filed solely in a manner that would permit connection with any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities (for sale purposes of this Section 2.3, “Registrable Securities” shall be deemed to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such mean solely securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will same type as those proposed to be pursuant to offered by the Company for its own account) as they may request (a “best efforts” or “firm commitment” underwriting, and (iiPiggyback Registration”). Subject to Section 2.3(b) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)hereof, the Company will use best efforts shall include in each such Piggyback Registration all Registrable Securities with respect to effect which the registration under Company has received written requests for inclusion therein within 15 days after notice has been given to the Securities Act of Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, from a Piggyback Registration at any time after giving such written notice of its intention to register any securities and at least 2 Business Days prior to the effective date of the registration statement filed in connection with Registration Statement relating to such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Piggyback Registration. The Company shall be relieved required to maintain the effectiveness of its obligation to register any the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereofStatement have actually been sold. (iib) If such any of the securities to be registered pursuant to the registration involves giving rise to the Holders’ rights under this Section 2.3 are to be sold in an Underwritten Offeringunderwritten offering, the Holders shall be permitted to include all holders of Registrable Securities requesting requested to be included in the Company’s such registration must sell their Registrable Securities to the underwriters selected by the Company in such offering on the same terms and conditions as apply to any other shares of Capital Stock, if any, of the Company or included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve managing underwriter(s) of such underwritten offering advise the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to in writing that it is their good faith opinion that the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration total amount of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises so included, together with all Other Securities that the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the number of securities proposed Registrable Securities to be so included together with all Other Securities, then there shall be included in such registration should be limited due to market conditions, then firm commitment underwritten offering the Company will promptly so notify each holder number or dollar amount of Registrable Securities and such Other Securities that has requested registration in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and the such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or, subject to Section 2.11, by any Person (other than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersOther Securities. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), the The Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration shall notify all Holders of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, writing at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within least thirty (30) days after prior to the receipt filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such notice (which request shall specify Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities intended to be disposed held by it shall, within fifteen (15) days after receipt of by such holder and the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been so requested with respect to register; provided, however, that: (i) If, at any time after giving such written notice offerings of its intention to register any securities securities, all upon the terms and prior to the effective date of conditions set forth herein. If the registration statement filed in connection with such registrationunder which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall determine for any reason not to register so advise the Holders of Registrable Securities. In such securitiesevent, the Company may, at its election, give written notice right of any such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting Holder to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering 3.2 shall be conditioned upon such Holder's participation in such underwriting and the managing inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter advises or underwriters selected for such underwriting by the Company thatCompany. Notwithstanding any other provision of this Agreement, if the underwriter determines in its opiniongood faith that the inclusion of such shares will materially and adversely affect the marketing of the offering, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, (ii) second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities proposed being offered by the Company for its own account to be included in the registration and underwriting or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such registration should be limited due to market conditions, then which would reduce the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested may be included by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Holders. The Company shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 3.2 prior to the offeringeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.4 hereof.

Piggyback Registrations. (a) IfNPDC shall notify all Holders at least 30 days prior to the filing of any registration statement under the Securities Act for a public offering of securities of NPDC (including, but not limited to, registration statements relating to secondary offerings of securities of NPDC, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of the Registrable Securities held by such Holder; provided, that no such notice shall be required, and this Section 2.4 shall not be applicable, at any time when the registration statement filed under Section 2.2 is effective. Such notice shall (including in an Initial Public Offering), i) offer each Holder the Company proposes opportunity to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration such number of Registrable Securities for sale to the public under the Securities Act, as it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing may request and (ii) describe such securities and specifying specify the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and underwriter, whether such underwritten offering will be pursuant to a “"best efforts” " or “"firm commitment” " underwriting, and (ii) and, if known, the price, net amount of any underwriting commissions, discounts and the like, at which the Registrable Securities are discount reasonably expected to be sold) if such disclosure is acceptable incurred in connection therewith). Each Holder desiring to the managing underwriter. Upon the written request of include in any such holder delivered to the Company within thirty (30) days after the receipt registration statement all or part of any such notice (which request shall specify the Registrable Securities intended held by it shall, within 15 days after receipt of the above-described notice from NPDC, so notify NPDC in writing. Such notice shall state the number of Registrable Securities which such Holder requests to be disposed of by included in such holder registration and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by NPDC, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by NPDC, all upon the terms and conditions set forth herein. (b) If the registration statement under which NPDC gives notice under this Section 2.4 is for an underwritten offering, the right of any Holder to be included in a registration pursuant to this Section 2.4 shall be conditioned upon the Holder's participation in the underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by NPDC. Notwithstanding any other provision of this Section 2.4, if the underwriter determines in good faith that marketing factors require a limitation of the Company has been number of securities to be underwritten (including Registrable Securities), then NPDC shall so advise all participating Holders, and the number of securities that may be included in the underwriting shall be allocated first, to NPDC; second, to the participating Holders and to any other stockholders of NPDC having comparable rights, on a pro rata basis based on the total number of Registrable Securities requested to registerbe sold by all such Holders and such other stockholders; providedand third, howeverto any other stockholders of NPDC (other than Holders and any other stockholders of NPDC having comparable rights) on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, that: (i) If, at any time after giving such Holder may elect to withdraw therefrom by written notice of its intention to register any securities NPDC and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of statement. Any Registrable Securities who made a request as hereinabove provided and thereupon the Company excluded or withdrawn from such underwriting shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not excluded and withdrawn from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plansregistration. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company NPDC shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 2.4 prior to the offeringeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by NPDC in accordance with Section 2.6.

Piggyback Registrations. (ai) If, The Company shall notify the Stockholder in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration public offering of Registrable Securities for sale to securities of the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration Company (including, without limitation (ilimitation, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) whether or not and will afford the Stockholder an opportunity to include in such registration will be statement all or part of such Shares held by the Stockholder. If the Stockholder desires to include in connection with an underwritten offering of Registrable Securities and, if so, the identity any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingShares held by it, and it shall, within ten (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (3010) days after the receipt above-described notice from the Company, so notify the Company in writing and the Company shall include in such registration statement all or any part of such Shares the Stockholder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement. If the Stockholder decides not to include all of its Shares in any registration statement thereafter filed by the Company, the Stockholder shall nevertheless continue to have the right to include any Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (ii) If the registration statement under which the Company gives notice under this Section 4.3(b) is for an underwritten offering, the Company shall so advise the Stockholder. In such event, the right of the Stockholder to be included in a registration pursuant to this Section 4.3(b) shall be conditioned upon the Stockholder’s participation in such underwriting and the inclusion of the Stockholder’s Shares in the underwriting to the extent provided herein. To the extent the Stockholder proposes to distribute its Shares through such underwriting, the Stockholder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to any stockholder of the Company (other than the Stockholder and the Stockholders under the OHB/MT Stockholder Agreement) that is entitled to piggyback registration rights pursuant to agreements in effect on the date hereof on a pro rata basis; and third, to the Stockholder and any stockholders under the OHB/MT Stockholder Agreement (as amended in connection with this Agreement) pari passu on a pro rata basis, but only as to the Shares and the shares of Company Common Stock entitled to piggyback registration rights under the OHB/MT Stockholder Agreement (as amended in connection with this Agreement). If the Stockholder disapproves of the terms of any such underwriting, the Stockholder may elect to withdraw therefrom by written notice (which request shall specify to the Registrable Securities intended to be disposed of by such holder Company and the intended method of disposition thereof)underwriter, the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: delivered at least ten (i10) If, at any time after giving such written notice of its intention to register any securities and business days prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereofstatement. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (biii) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect terminate or withdraw any registration initiated by it under this Section 4.3(b) prior to the offeringeffectiveness of such registration whether or not the Stockholder has elected to include securities in such registration.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register commence a public offering of Company securities of the same class as any Registrable Securities, after the date hereof, it shall each such time provide prompt written notice to the Investor of its equity securities intention to do so, including a description of the intended method of the Company's disposition of such securities, and of the Investor's rights. The Investor shall be able to request that the underwriter register under the secondary public offering any unsold Registrable Securities Act not covered by any effective Registration Statement shares held by the Investor on the effective date of the registration statement relating to such secondary public offering (other than effecting a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than "Piggyback Registration"). The Company will pay all Registration Expenses (as defined in Section 2.2 hereof) incurred in connection with each Piggyback Registration. If (i) a Piggyback Registration pursuant to a registration under this Section 6.1)1.1(b) involves an underwritten offering of the securities being registered, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity account of the managing underwriter and whether Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such offering will be pursuant to a “best efforts” or “firm commitment” underwritingtransaction, and (ii) the price, net managing underwriter of any underwriting commissions, discounts such underwritten offering shall inform the Company of its belief that the distribution of all or a specified number of such unsold shares held by the Investor concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the like, at approximate number of such shares which the Registrable Securities are reasonably expected to may be sold) if distributed without such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofeffect), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, then the Company may, at its election, give upon written notice to the Investor, reduce (the "Underwriter's Cut-back") if and to the extent stated by such managing underwriter to be necessary to eliminate such effect the number of such determination to each holder unsold shares the registration of Registrable Securities who made a request as hereinabove provided which shall have been requested by the Investor so that the resultant aggregate number of such securities so included in such registration by the Investor and thereupon the Company any and all other stockholders shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, equal to the rights number of the holders of the Registrable Securities to request shares that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to managing underwriter shall indicate may be included in the Company’s registration must sell their Registrable Securities to the underwriters selected for sale by selling stockholders. The Underwriter's Cut-back shall also be applied by the Company on pro rata among the same terms and conditions as apply to the Company or the shares of other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed whose shares are to be included in such registration should be limited due to market conditions, then statement unless the Company's agreements with such other stockholders do not permit the Company will promptly so notify each holder of Registrable Securities that has requested registration and to apply the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on Underwriter's Cut-back to reduce the respective number of shares of such other stockholders; and any securities of the Company so excluded shall be withdrawn from and shall not be included in such Piggyback Registration, but excluded securities shall be covered by the applicable Registration Statement. In the event that Investor elects to include Registrable Securities in a Piggyback Registration, then at the request of the underwriter, Investor shall timely execute and deliver to the underwriter a "lock-up" agreement (in customary form as requested by the Underwriter) pursuant to which registration has been requested by all such holders. (e) In connection with Investor shall agree not to sell any Underwritten Offering with respect other shares of Common Stock purchased pursuant to which holders of the Stock Purchase Agreement or the Warrants, other than the 37 3 Registrable Securities included in the Piggyback Registration, for a period which is the same as the lock-up period agreed to by executive officers and directors of the Company, not to exceed 180 days. The Investor's election to include Registrable Securities in a Piggyback Registration shall have requested registration pursuant to this Section 6.2, not relieve the Company shall have the right to select the managing underwriter with respect to the offeringof its other obligations under this Agreement.

Piggyback Registrations. (a) If, at Without limiting any time (including in an Initial Public Offering), obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of 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 thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public (each as promulgated under the Securities Act, it will give written notice ) or their then equivalents relating to all the holders of Registrable Securities promptly of its intention equity securities to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be issued solely in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net any acquisition of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any entity or business or equity securities and prior to the effective date of the registration statement filed issuable in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. ), then the Company shall deliver to each Lender a written notice of such determination and, if within fifteen (c15) The Registration Expenses incurred days after the date of the delivery of such notice, any such Lender shall so request in connection with each writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities requested such Lender requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 6.2 shall be paid by the Company. (d2(g) If a registration that are eligible for resale pursuant to this Section 6.2 involves Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Provided further, if an Underwritten Offering and the managing underwriter or placement agent that is to be engaged in an underwritten offering or best efforts offering advises the Company thatin writing in good faith that the dollar amount or number of Registrable Securities which the Lender desires to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then the Company, and its opinionunderwriters or placement agent, will have to right to reduce the number of securities proposed to be included in Registerable Securities requested by such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded Lender on a pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersbasis. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), after the first anniversary of the date of this Warrant Agreement and prior to the fifth anniversary hereof the Company proposes to register (including for this purpose a registration effected by the Company for shareholders of the Company other than the Warrantholders or the holders of Underlying Common Stock (you and any person who acquires Warrants or Underlying Common Stock in accordance with Section 3 are collectively referred to in this Section 4 as the "Holders")) any shares of its equity securities Common Stock or Other Securities under the Securities Act for sale within such four-year period (other than registration for issuance or sale in connection with (i) employee or non-employee director compensation or benefit programs, (ii) an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company, (iii) an acquisition, merger or other business combination using a registration statement on Form S-4 or S-8 or any successor or other appropriate or similar forms thereto and other than form), (iv) a registration statement on Form S-8 or similar form or (v) a shelf registration pursuant to Rule 415 promulgated under the Act) (each such registration with respect to which registration rights shall apply being an "Applicable Registration"), the Company will give prompt written notice (which, in any event, shall be given no less than 30 days prior to the filing of a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale statement with respect to such offering) to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly Holders of its intention so to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon upon the written request of any such holder delivered to the Company Holder sent within thirty (30) 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)notice, the Company will use its best efforts to effect the cause all Underlying Common Stock as to which any such Holder shall have so requested registration to be registered under the Securities Act of Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities that Underlying Common Stock so registered on behalf of any such Holder in the same manner as the Company has been (or shareholder other than the Holders, as the case may be) proposes to offer its shares of Common Stock or Other Securities. The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of an Applicable Registration that is a proposed underwritten offering to permit the Underlying Common Stock so requested to register; provided, however, that: (i) If, at by any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting Holder to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company for such offering on the same terms and conditions as apply the shares of Common Stock or Other Securities of the Company (or other shareholders if no shares are to be offered on behalf of the Company) included therein. Notwithstanding the foregoing, if the managing underwriter of such offering delivers a letter to the Company and the Holders requesting registration that the total number of shares of Common Stock or Other Securities which such Holders or the Company, and any other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve person, intend to include in such offering will in the Company good faith opinion of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the such managing underwriter advises materially and adversely affect the Company thatsuccess of such offering, in its opinion, then the number of securities shares of Underlying Common Stock to be offered for the account of the Holders and the shares of Common Stock or Other Securities to be offered for the account of such other shareholder, if any, shall be reduced pro rata based upon the number of shares of Common Stock proposed to be sold by the Holders and other persons to the extent necessary to reduce the total number of shares of Common Stock or Other Securities to be included in such registration should be limited due offering to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested recommended by all such holdersmanaging underwriter. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, The Company shall notify Microsoft in writing at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within least thirty (30) days after the receipt of prior to filing any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, and registration statements relating to any registration under Section 1.2 or Section 1.4 of this Agreement, but excluding registration statements relating to any employee benefit plan or a transaction under Rule 145 of the Securities Act) and will afford Microsoft an opportunity to include in such registration statement all or any part of the Registrable Securities that then held by Microsoft. If Microsoft desires to include in any such registration statement all or any part of its Registrable Securities, Microsoft shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company has been so requested to register; providedin writing, however, that: (i) If, at any time after giving and in such written notice of its intention to register any securities and prior to shall inform the effective date Company of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder number of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved Microsoft wishes to include in such registration statement. If Microsoft decides not to include all of its obligation Registrable Securities in any registration statement thereafter filed by the Company, Microsoft shall nevertheless continue to register have the right to include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registration (but not from respect to offerings of its obligation securities, all upon the terms and conditions set forth herein. An election by Microsoft to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the include Registrable Securities in any registration statement pursuant to this Section 1.3 shall not under any circumstances constitute a request that for registration by Microsoft under Section 1.2 hereof. If a registration subsequently be effected statement under which the Company gives notice under this Section 6.1 hereof. (ii) If 1.3 is for an underwritten offering, then the Company shall so advise Microsoft. In such registration involves an Underwritten Offeringevent, all holders the right of Registrable Securities requesting Microsoft to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves 1.3 shall be conditioned upon Microsoft's participation in such underwriting and the inclusion of Microsoft's Registrable Securities in the underwriting to the extent provided herein. If Microsoft proposes to distribute its Registrable Securities through such underwriting, Microsoft shall enter into an Underwritten Offering and underwriting agreement in customary form with the managing underwriter advises or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the Company that, managing underwriter determines in its opinion, good faith that marketing factors require a limitation of the number of securities proposed shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder underwriting shall be excluded allocated, first, to the Company, second, to Microsoft and to other holders of securities of the Company with piggyback registration rights on a pro rata (until such limitation has been met) basis based on the respective total number of registrable securities then held by Microsoft and such other holders, and third, to each of the directors, officers, employees, consultants, contractors, advisors and vendors requesting inclusion of their shares of Common Stock or Preferred Stock (as applicable) in such registration statement on a pro rata basis based on the total number of shares of Common Stock or Preferred Stock (as applicable) then held by each such party. If Microsoft disapproves of the terms of any such underwriting, Microsoft may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities as to which registration has been requested by all excluded or withdrawn from such holdersunderwriting shall be excluded and withdrawn from the registration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering)after the expiration if 180 days after the consummation of the Merger, the Company Buyer proposes to register any of its equity securities the Buyer Common Stock under the Securities Act and the registration form to be used can be used to register the resale of the Common Stock (other than a registration statement (A) on Form S-4 or S-8 or any successor or similar forms thereto and other than form relating to securities issuable pursuant to any benefit plan or (B) on Form S-4, or any successor form to each such form relating to an exchange offer or relating to a transaction pursuant to Rule 145 of the Act), Buyer shall promptly give the Sole Shareholder written notice of such determination to effect such a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale later than twenty (20) days prior to the public under anticipated date of filing with the Securities Act, it will give written notice to all and Exchange Commission (the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i"Commission") whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterregistration statement. Upon the written request of any such holder delivered to the Company Sole Shareholder given within thirty fifteen (3015) days after the receipt mailing of any such notice (by Buyer, as part of the registration to which request such notice relates, Buyer shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration cause to be registered under the Securities Act all of all the shares of Buyer Common Stock to be received by the Sole Shareholder in the Merger (the "Registrable Securities") that the Sole Shareholder has requested to be registered. The Sole Shareholder shall be entitled to participate in two "piggyback" registrations of the Registrable Securities pursuant to this Section. A registration will not count as a permitted registration until it has become effective. (b) If the registration of which Buyer gives notice is for a registered public offering involving an underwriting, then Buyer shall so advise the Sole Shareholder as a part of such written notice. In such event, the right of the Sole Shareholder to registration pursuant to this Section shall be conditioned upon the Sole Shareholder's agreeing to participate in such underwriting upon the terms and conditions as shall be negotiated by Buyer, and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. The Sole Shareholder shall (together with Buyer) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Buyer. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing factors require a limitation of the Company has been so requested number of shares to registerbe underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and underwriting in accordance with the provisions of this Section; provided, however, that: (i) If, at any time after giving such written notice of its intention to register that if any securities and prior to are being offered for the effective date account of any holder of Buyer's securities other than the registration statement filed in connection with such registrationSole Shareholder, the Company shall determine for any reason not to register such securities, reduction in the Company may, at its election, give written notice of such determination to each holder number of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities included in connection with such registration (but shall not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights represent a greater percentage of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders amount of Registrable Securities requesting originally requested to be included registered and sold in such registration than the Company’s registration must sell their Registrable Securities to lowest percentage reduction imposed upon any holder of Buyer's securities other than the underwriters selected by Sole Shareholder. If the Company on Sole Shareholder disapproves of the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its such underwriting, then the Sole Shareholder may elect to withdraw therefrom by written notice to Buyer and the underwriter. Any securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans so excluded or stock option or other employee benefit planswithdrawn from such underwriting shall be withdrawn from such registration. (c) The Registration Expenses incurred in connection with each Notwithstanding anything contained herein to the contrary, the Sole Shareholder shall not be entitled to request registration of his Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities extent that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities Buyer shall have requested received an opinion of counsel reasonably acceptable to Buyer that such shares may be resold without registration pursuant to this Section 6.2, under Rule 144 under the Company shall have Securities Act (or any successor rule) or an applicable exemption from registration under the right to select the managing underwriter with respect to the offeringAct.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering)time, the Company proposes 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 a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation Registration Statement (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationany employee equity plan or other benefit plan, (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 dividend reinvestment plan, then the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination proposed filing to each holder all of the Holders of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (soon as practicable but not from its obligation to pay less than 10 days before the anticipated filing date of such Registration Expenses in connection therewith)Statement, without prejudice, however, to which notice shall (A) describe the rights amount and type of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting securities to be included in such offering, the Company’s intended method(s) of distribution, and the name of the proposed managing underwriter(s), 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 5 days after receipt of such written notice (such registration must sell their a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the underwriters selected managing underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Company Holders pursuant to this subsection 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as apply to any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the other selling stockholders participating thereinintended method(s) of distribution thereof. No registration effected All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 6.2 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 obligation to effect registration upon request attorney, indemnities, stock powers and other documents, each in customary form, reasonably required under Section 6.1the terms of such underwriting agreement. (b) The If the managing underwriter(s) in an Underwritten registration that is to be a Piggyback Registration, in good faith, advises the Company shall not be obligated to effect any registration and the Holders of Registrable Securities under this Section 6.2 incidental to participating in the registration Piggyback Registration in writing that the dollar amount or number of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option Units or other employee benefit plans. equity securities that the Company desires to sell, taken together with (ci) The Registration Expenses incurred in connection the Registrable Securities, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with each registration persons or entities other than the Holders of Registrable Securities requested pursuant to this Section 6.2 shall be paid by hereunder, (ii) the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders.pursuant to Section 2.2 hereof, and (iii) the Units or other equity securities of the Company, if any, as to which registration has been requested pursuant to separate written contractual piggy-back registration rights of other unitholders of the Company, exceeds the Maximum Number of Securities, then: (ei) In connection with If the registration is undertaken for the Company’s account, the Company shall include in any Underwritten Offering with respect such registration (A) first, Units or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2(a) hereof (pro rata based on the number of Registrable Securities that each Holder has so requested), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Units or other equity securities of the Company, if any, as to which holders registration has been requested pursuant to written contractual piggy-back registration rights of other unitholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (ii) If the registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such registration (A) first, the Units or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2(a) hereof, (pro rata based on the number of Registrable Securities that each Holder has so requested), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Units or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Units or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities (c) Any Holder of Registrable Securities shall have requested registration the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Section 6.2Agreement, the Company shall have be responsible for the right Registration Expenses incurred in connection with the Piggyback Registration prior to select the managing underwriter with respect its withdrawal under this subsection 2.2(c). (d) For purposes of clarity, any registration effected pursuant to the offeringSection 2.2 hereof shall not be counted as a registration pursuant to a Demand Request effected under Section 2.1 hereof.

Piggyback Registrations. (a) If, If the Company at any time proposes to file a registration statement with respect to its Common Stock, whether for its own account or for the account of any other holder or other holders of securities of the Company that have requested such registration (including in an Initial Public Offeringa "Requesting Securityholder"), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on statement or Form S-4 or S-8 (or any successor or substantially similar forms thereto form) and other than in connection with (i) an employee compensation plan, or securities issued pursuant to any such plan, (ii) a dividend reinvestment plan, or (iii) a "shelf" registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration Rule 415 of Registrable Securities for sale to the public under the Securities ActAct that only covers securities offered for the account of the Company, it will then the Company shall in each case give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration filing to the Stockholder(s) at least twenty (including, without limitation (i20) whether or not days before the anticipated filing date of any such registration will be in connection with an underwritten offering of Registrable Securities and, if so, Registration Statement by the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingCompany, and (iisuch notice shall offer to the Stockholder(s) the price, net opportunity to have any or all of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected held by the Stockholder(s) included in such Registration Statement. If any Stockholder(s) desires to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to have its Registrable Securities registered under this Section 3, it shall so advise the Company in writing within thirty ten (3010) days after the date of receipt of any such notice (which request shall specify set forth the amount of Registrable Securities intended for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be disposed included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of by any such holder and proposed public offering advises the intended method Company that the total amount of disposition thereofCommon Stock which the Stockholder(s), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at and any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed Persons intended to be included in such registration should be limited due proposed public offering is sufficiently large to market conditionsadversely affect the success of such proposed public offering, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as Common Stock to which registration has been requested be offered for the accounts of the Stockholder(s) and the other holders shall be reduced pro rata, based upon the aggregate number of securities to be offered for the accounts of the Stockholder(s) and all other holders (except the Company and the Requesting Securityholder(s)) intended to be included in such offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by all such holders. (e) In connection with managing underwriter or underwriters before the securities offered by the Company or any Underwritten Offering with respect Requesting Securityholder are so reduced. Anything to which holders of Registrable Securities shall have requested registration pursuant to the contrary in this Section 6.2Agreement notwithstanding, the Company shall have may withdraw or postpone a Registration Statement referred to in this Section 3 at any time before it is filed with the right SEC or becomes effective or withdraw, postpone or terminate the offering after it becomes effective without any liability or obligation to select the managing underwriter with respect to the offeringany Stockholder.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than file or publish a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public Registration Statement under the Securities Act, it will respectively, with respect to any offering of its securities for its own account or for the account of any other Persons (other than (i) a registration under Section 2.1 or (ii) a registration on Form S-4, F-4 or S-8 or any similar or successor form to such Forms (such registration pursuant to clause (ii), a “Company Sale”)), then, as soon as practicable (but in no event less than 30 business days prior to the proposed date of filing or publishing, as the case may be, such Registration Statement), the Company shall give written notice of such proposed filing to all the holders Holder of Registrable Securities promptly of its intention and such notice shall offer the Holder the opportunity, subject to do soSection 2.3, describing to register under such securities and specifying the form and manner and the other relevant facts involved in Registration Statement such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering number of Registrable Securities and, if soas the Holder may request in writing (a “Piggyback Registration”). Pursuant and subject to Section 2.3, the identity of the managing underwriter and whether Company shall include in such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registration Statement all such Registrable Securities which are reasonably expected requested to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company included therein within thirty (30) 21 days after the receipt by the Holder of any such notice (which request shall specify notice; including, if necessary, filing with the Registrable Securities intended SEC, a post-effective amendment or a supplement to be disposed of such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such holder and Registration Statement, if required by the intended method of disposition thereof)rules, regulations or instructions applicable to the registration form used by the Company will use best efforts to effect the registration under for such Registration Statement or by the Securities Act of all of the Registrable Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that the Company has been so requested to register; provided, however, that: (i) If, if at any time after giving such written notice of its intention to register any securities of the Company and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each holder the Holder and, thereupon, (i) in the case of Registrable Securities who made a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. ) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If the offering pursuant to such registration involves Registration Statement is to be an Underwritten Offering, all holders of Registrable Securities requesting to be included in then the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon Holder making a request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The for a Piggyback Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 2.2 must, and the Company shall make such arrangements with the underwriters so that the Holder may, participate, subject to Section 2.3, in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be paid by on any other basis, then the Company. (d) If Holder making a registration request for a Piggyback Registration pursuant to this Section 6.2 involves an Underwritten Offering 2.2 must, and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly make such arrangements so notify each holder that the Holder may, participate, subject to Section 2.3, in such offering on such basis. The Holder shall be permitted to withdraw all or part of its Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with from a Piggyback Registration at any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect time prior to the offeringeffective date thereof.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.14.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation limitation, (ix) whether or not such registration will be in connection with an underwritten offering Underwritten Offering of Registrable Securities and, if so, the identity of the managing underwriter Managing Underwriter and whether such offering will be pursuant to a “"best efforts” " or “"firm commitment” underwriting, " underwriting and (iiy) the price, price (net of any underwriting commissions, discounts and the like, ) at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter). Upon the written request of any such holder delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove herein above provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of the holders of the Registrable Securities Requesting Holders to request that such registration be effected as a registration subsequently be effected under Section 6.1 hereof4.1. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering), or times after the date hereof the Company proposes shall seek to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of shares of Common Stock to the public for its own account or on the account of others (other than a except with respect to registration statements on Form S-4 or Form S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or another form not available for sale for its own account, on a form and in a manner that would permit registration of registering the Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofpublic), the Company will use best efforts promptly give written notice thereof to effect all holders of Registrable Securities (the registration under “Holders”). If within twenty (20) days after their receipt of such notice, one or more Holders request the Securities Act inclusion of some or all of the Registrable Securities that held by them in such registration statement, the Company has been so requested will use its best efforts to register; providedinclude such securities in such registration statement. In the case of any underwritten public offering, howeverif the managing underwriter determines that marketing factors require a limitation on the number of Registrable Securities to be offered under such registration statement, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior subject to the effective date of the registration statement filed in connection with such registrationfollowing sentence, the Company shall determine for any reason not be required to register include in such securities, the Company may, at its election, give written notice of such determination to each holder of registration statement Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders Holders in excess of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offeringamount, all holders if any, of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company shares of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and Common Stock which the managing underwriter advises the Company that, of such underwritten offering shall reasonably and in its opinion, the number of securities proposed good faith agree to include in such offering in addition to any amount to be included in such registration should be limited due to market conditions, then registered for the Company will promptly so notify each holder account of Registrable Securities that has requested registration and the Registrable Securities Company. If any limitation of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested be registered by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration the Holders is required pursuant to this Section 6.22, the Company number of such securities to be excluded from such registration statement shall have be determined in the right following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to select include such securities in the managing underwriter with respect registration statement, (ii) second, securities held by any Persons having contractual, incidental “piggyback” rights to include such securities on the offeringregistration statement pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities to be registered by the Holders as determined on a pro rata basis (based upon the relative number of Registrable Securities held by such Holders requesting inclusion pursuant to this Section 2).

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 (including in an Initial Public Offering), a) either (i) the Company proposes to register any of its equity securities for sale by the Company under the Securities Act any of its Ordinary Shares (other than a registration on Form S-4 or S-8 Form S-8, or any successor or similar forms thereto and other than forms), or any Ordinary Shares pursuant to a registration FPC Shareholder Demand Registration under Section 6.1)3.1.2, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities ActAct and (ii) the FPC Shareholders proposes to sell Registrable Securities in such registered sale, it 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 holders of EDS Shareholders who beneficially own any Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether registration form of the SEC that has been selected by the Company (if such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected is to be soldregistered with the SEC) if and of such disclosure is acceptable holders' rights under this Section 3.1.1 (the "Piggyback Notice"). Subject to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Section 3.1.6, the Company will use best efforts include, and cause the underwriter or underwriters, if applicable, to effect include, in the registration under proposed offering, on the Securities Act of same terms and conditions as the Ordinary Shares proposed to be sold by the Company, all of the 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 requested to registerlong 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: that (i) Ifif, at any time after giving such written notice of its intention a Piggyback Notice and, if the offering is to register any securities and be registered with the SEC, 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 (if the offering is to be registered with the SEC), or otherwise arrange for the listing (if the offering is not to be registered with the SEC), such securitiesOrdinary Shares (or, in the case of a FPC Shareholder Demand Registration (as defined below), the FPC Shareholders so determine), the Company may, at its electionelection (or, in the case of a FPC Shareholder Demand Registration where the FPC Shareholders so determine, the Company shall), give written notice of such determination to each holder of all the EDS Shareholders who beneficially own any Registrable Securities who made a request as hereinabove provided and thereupon the Company and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but not from its obligation in the case of an offering that was intended to pay be registered with the Registration Expenses SEC) or arrange for the listing of any Registrable Securities in connection therewithwith such abandoned listing (in the case of an offering that was not intended to be registered with the SEC), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. and (ii) If such registration involves an Underwritten Offering, all holders in case of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected a determination by the Company on to delay registration of its Ordinary Shares (in 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 to be registered with the SEC) (or, in either case, in the case of a 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 such Registrable Securities for the same terms period as the delay in registering or listing such other Ordinary Shares (provided that clauses (i) and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 (ii) shall not relieve the Company of its obligation to effect registration upon request obligations under Section 6.1. (b) The Company shall not be obligated to effect 3.1.2). In the case of any registration or listing of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested an underwritten offering pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration 3.1.1, all EDS Shareholders proposing to distribute their securities pursuant to this Section 6.2 involves an Underwritten Offering and 3.1.1 shall, at the managing underwriter advises request of the Company that(or, in its opinionthe case of a FPC Shareholder Demand Registration, the number of securities proposed to be included FPC Shareholders), enter into an agreement in such registration should be limited due to market conditions, then customary form with the Company will promptly so notify each holder of Registrable Securities that has requested registration and underwriter or underwriters selected by the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) Company. In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2Piggyback Registration, the Company 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 have the right to select the managing underwriter with respect to the offeringmean FCPR Galiléo III, Rothschild & Cie Gestion and Matignon Technologies.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), the The Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration shall notify all Holders of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, writing at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within least thirty (30) days after prior to the receipt filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such notice (which request shall specify Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities intended to be disposed held by it shall, within fifteen (15) days after receipt of by such holder and the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been so requested with respect to register; provided, however, that: (i) If, at any time after giving such written notice offerings of its intention to register any securities securities, all upon the terms and prior to the effective date of conditions set forth herein. If the registration statement filed in connection with such registrationunder which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall determine for any reason not to register so advise the Holders of Registrable Securities. In such securitiesevent, the Company may, at its election, give written notice right of any such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting Holder to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering 3.2 shall be conditioned upon such Holder's participation in such underwriting and the managing inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter advises or underwriters selected for such underwriting by the Company thatCompany. Notwithstanding any other provision of this Agreement, if the underwriter determines in its opiniongood faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, (ii) second, to the Holders of the Company's Series A Stock, Series B Stock and Series C Stock on a pro rata basis based on the total number of Registrable Securities held by such Holders and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities proposed being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration should which would reduce the number of shares which may be limited due to market conditionsincluded by the Holders, then without the Company will promptly so notify each holder written consent of Registrable Securities that has requested registration and Holders of a majority of the Registrable Securities of each such holder shall proposed to be excluded pro rata (until such limitation has been met) based on sold in the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the offering. The Company shall have the right to select the managing underwriter with respect to the offering.terminate or withdraw

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering)time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration on Form S-4 or Form S-8 or any successor or similar forms thereto and other than pursuant to form which is then in effect or (ii) a Demand Registration under Section 2.1) on a registration under Section 6.1)statement on Form S-1 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 that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering so to each Holder of record of Registrable Securities and, if so, the identity (which shall in no event include a Holder pursuant to clause (iii) of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterdefinition thereof). Upon the written request of any such holder delivered to the Company Holder, made within thirty (30) 15 days after 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 Holder and the intended method of disposition distribution thereof), the Company will Company, subject to Sections 2.2(b), 2.3 and 2.7, shall use best commercially reasonable efforts to effect cause all such Registrable Securities to be included in the registration under statement with the Securities Act securities that the Company at the time proposes to register to permit the sale or other disposition by such Holders in accordance with the intended method of all distribution thereof of the Registrable Securities that to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company has been so requested of its obligations to register; provided, however, that:effect Demand Registrations under Section 2.1. (ib) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities who made and (i) in the case of a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected Holders under Section 6.1 hereof. 2.1 and (ii) If in the case of a determination to delay such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation equity securities, shall be permitted to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to delay the registration of any of its securities such Registrable Securities for the same period as the delay in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or registering such other employee benefit plansequity securities. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company Any Holder shall have the right to select withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the managing underwriter Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the offeringregistration as to which such withdrawal was made.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering)From and after the IPO Date, the Company proposes shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to register the filing of any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration public offering of Registrable Securities for sale to securities of the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration Company (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) whether or not and will use its commercially reasonable efforts to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant held by any Holder that desires to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of include in any such holder delivered to the Company registration statement all or any part of such Holder's Registrable Securities. Any Holder that so desires shall, within thirty fifteen (3015) days after the receipt of any such above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been with respect to offerings of its securities, all upon the terms and conditions set forth herein. (a) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders and requested to registerbe included in such registration; providedand third, howeverto any other shareholders of the Company (other than a Holder). If any Holder disapproves of the terms of any such underwriting, that: (i) If, at any time after giving such Holder may elect to withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If shares are so withdrawn from the registration, the Company shall determine for then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above. For any reason not to register such securitiesHolder which is a partnership or corporation, the Company maypartners, at its election, give written notice retired partners and shareholders of such determination to each holder Holder, or the estates and family members of Registrable Securities who made a request as hereinabove provided any such partners and thereupon retired partners and any trusts for the Company benefit of any of the foregoing person shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions such "Holder," as apply to the Company or the other selling stockholders participating therein. No registration effected under defined in this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1sentence. (b) The Company shall not be obligated have the right to effect terminate or withdraw any registration of Registrable Securities initiated by it under this Section 6.2 incidental 2.3 prior to the effectiveness of such registration of whether or not any of its Holder has elected to include securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) such registration. The Registration Expenses incurred of such withdrawn registration shall be borne by the Company in connection accordance with each registration of Registrable Securities requested pursuant to Section 2.5 hereof. All rights under this Section 6.2 2.3 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in terminate at such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of time as no shares of Registrable Securities as to which registration has been requested by all such holdersremain outstanding. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), 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 a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1Special Registration Statement), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying so to each of the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering Holders of record of Registrable Securities, at least ten (10) Business Days prior to the filing of any registration statement under the Securities and, if so, the identity of the managing underwriter and whether such offering will be Act or earlier as required pursuant to a “best efforts” Section 2.1 or “firm commitment” underwriting, and otherwise. (iib) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered Holder desiring to the Company have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within thirty ten (3010) days after following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method of disposition distribution thereof), the Company will shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable 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 to permit the sale or other disposition by the Holders (in accordance with the intended method of all 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 (the “Piggyback Registration”). (c) There is no limitation on the number of Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Eligible Block Participant 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 (including co-operating with such Holder with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided that in the case of such underwritten block trade, only Eligible Block 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 has been so and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the underwritten block trade. (d) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Class A Common Stock and (ii) any other shares of Class A Common Stock which are requested to registerbe included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that:, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering. (ie) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities who made and (i) in the case of a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the holders case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereoffor the same period as the delay in registering such other equity securities. (iif) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company Any Holder shall have the right to select withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the managing underwriter Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. (g) The Company shall use commercially reasonable efforts to maintain the offeringeffectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such registration statement have actually been sold.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.13.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation limitation, (ix) whether or not such registration will be in connection with an underwritten offering Underwritten Offering of Registrable Securities and, if so, the identity of the managing underwriter Managing Underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, underwriting and (iiy) the price, price (net of any underwriting commissions, discounts and the like, ) at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter). Upon the written request of any such holder delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove herein above provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of the holders of the Registrable Securities Requesting Holders to request that such registration be effected as a registration subsequently be effected under Section 6.1 hereof3.1. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or Company, provided, however, that such holders shall not be required to make any representations about the other selling stockholders participating thereinCompany’s business and will not be required to indemnify the underwriters for an amount which exceeds the net proceeds received by such holder. No registration effected under this Section 6.2 3.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.13.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 3.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 3.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 3.2 involves an Underwritten Offering and the managing underwriter Managing Underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder include in such registration (i) the securities the Company proposes to sell and (ii) the number of Registrable Securities that has requested by holders thereof to be included in such registration and that, in the opinion of such Managing Underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the basis of the respective number of shares of Registrable Securities as each such holder has requested to which registration has been requested by all be included in such holdersregistration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.23.2, the Company shall have the right to select the managing underwriter Managing Underwriter with respect to the offering; provided, that such Managing Underwriter is reasonably acceptable to the holders of a majority of the Registrable Securities requested to be sold in such Underwritten Offering.

Piggyback Registrations. (a) If4.1 For a period of three years from the date of this Agreement, at any time (including in an Initial Public Offering), whenever the Company proposes to register any of its equity securities under the Securities 1933 Act (other than by a registration on Form S-4 or S-8 S-8, or any successor or similar forms thereto forms) and other than pursuant the registration form to be used may be used for the registration of Registerable Securities (a registration under Section 6.1"Piggyback Registration"), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly Shareholder of its intention to do so, describing effect such securities a registration and specifying the form and manner and the other relevant facts involved shall include in such proposed registration (including, without limitation (i) whether or not such registration will be in connection all Registerable Securities with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant respect to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the Company has received written request of any such holder delivered to the Company requests for inclusion therein within thirty (30) 15 days after the receipt of any such notice the Company's notice. 4.2 The registration expenses (which request exclusive of legal counsel) of the Shareholder shall specify be paid by the Registrable Securities intended Company in all Piggyback Registrations. 4.3 If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be disposed included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of by such holder and the intended method of disposition thereof)offering, the Company will use best efforts to effect the shall include in such registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) Iffirst, at any time after giving the securities the Company proposes to sell and (ii) second, the Registerable Securities requested to be included in such written notice registration. 4.4 If a Piggyback Registration is an underwritten secondary registration on behalf of its intention holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to register any securities and prior be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the effective date of the registration statement filed in connection with holders initially requesting such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities include in connection with such registration (but not from its obligation i) first, the securities requested to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of be included therein by the holders of the Registrable Securities to request that a requesting such registration subsequently be effected under Section 6.1 hereof. and (ii) If such registration involves an Underwritten Offeringsecond, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Registerable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersregistration. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, at Each time the Corporation elects to proceed with the preparation and filing of a Prospectus under any time (including Securities Laws in an Initial Public Offering), the Company proposes to register connection with a proposed Distribution of any of its equity securities under securities, whether by the Securities Act (other than a registration on Form S-4 or S-8 Corporation or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1)of its security holders, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Corporation shall give written notice thereof to all the holders of Registrable Securities promptly of its intention to do so, describing Investor as soon as practicable. In such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if soevent, the identity Investor shall be entitled, by notice in writing given to the Corporation within ten (10) days (except in the case of the managing underwriter and whether such offering will be pursuant to a “best effortsbought deal” or “firm commitment” underwriting, and in which case the Investor shall have only twenty-four (ii24) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be soldhours) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify by the Registrable Securities intended Investor, to be disposed of by such holder and require that the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of Corporation cause any or all of the Registrable Securities (the “Piggyback Registrable Securities”) held by the Investor to be included in such Prospectus (such qualification being hereinafter referred to as a “Piggy Registration”). Notwithstanding the foregoing: (a) in the event the lead underwriter or lead agent for the offering advises the Corporation, the Investor and any other Shareholder participating in the offering that in its good faith opinion, the inclusion of such Piggyback Registrable Securities may materially and adversely affect the price or success of the offering, the Corporation shall include in such Registration, in the following priority: (i) first, such number of securities proposed to be sold by the Corporation, if it initiated the offering, or such number of securities proposed to be sold by a Shareholder exercising demand registration rights, as applicable; (ii) second, such number of Piggyback Registrable Securities requested by the Investor to be included in such Registration; and (iii) third, such number of securities proposed to be sold by the Corporation, if it did not initiate the offering, or a Shareholder exercising piggyback registration rights, in each case to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the price or success of the offering; (b) the Corporation may at any time, and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to participate provided that the Company has been so requested Corporation will pay all Registration Expenses in connection with such abandoned offering; (c) The Investor shall have the right to registerwithdraw its request for inclusion of its Piggyback Registrable Securities in any Prospectus pursuant to this Section 5.2 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and request must be made in writing five (5) Business Days prior to the effective date execution of the registration statement filed in connection underwriting agreement (or such other similar agreement) with respect to such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof.offering; and (ii) If such registration involves an Underwritten Offeringwithdrawal will be irrevocable and, all holders of after making such withdrawal, the Investor will no longer have any right to include its Piggyback Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as offering pertaining to which registration has been requested by all such holderswithdrawal was made. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1thereto), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (registration, including, without limitation limitation, (ix) the intended method of disposition of the securities offered, including whether or not such registration will be in connection with effected by means of a firm commitment underwriting through a nationally recognized underwriter (an underwritten offering of Registrable Securities “Underwritten Offering”) or on a “best efforts” basis, and, if soin any case, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingunderwriter, if any, and (iiy) the price, net of any underwriting commissions, discounts and the like, public offering price at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder of Registrable Securities delivered to the Company within thirty (30) 30 calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofholder), the Company will use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who shall have made a request for registration as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof.; and (ii) If if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under except as otherwise specifically provided in this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.15. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 5.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, convertible securities, exchange offers, dividend reinvestment plans, employee stock ownership plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 5.1 involves an Underwritten Offering and the managing underwriter advises the Company issuer that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the number of Registrable Securities that has requested by holders thereof to be included in such registration and that, in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the basis of the respective number of shares of Registrable Securities as each such holder has requested to which registration has been requested by all be included in such holdersregistration. (ed) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.25.1, the Company shall have the right to select the managing underwriter with respect to the offering; provided that such managing underwriter shall be reasonably acceptable to the KPS Funds. (e) The Company will pay all Registration Expenses incurred in connection with each of the registrations of Registrable Securities effected by it pursuant to this Section 6.1.

Piggyback Registrations. (a) If, at any time (including in an Initial after the initial Qualified Public Offering), the Company Corporation proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.114.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “"best efforts” " or “"firm commitment” " underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company Corporation within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company Corporation will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company Corporation has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Corporation shall determine for any reason not to register such securities, the Company Corporation may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company Corporation shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities Major Holder to request that a registration subsequently be effected under Section 6.1 14.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s Corporation's registration must sell their Registrable Securities to the underwriters selected by the Company Corporation on the same terms and conditions as apply to the Company Corporation or the other selling stockholders Stockholders participating therein. No registration effected under this Section 6.2 14.2 shall relieve the Company Corporation of its obligation to effect registration upon request under Section 6.114.1. (b) The Company Corporation shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 14.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 14.2 shall be paid by the CompanyCorporation. (d) If a registration pursuant to this Section 6.2 14.2 involves an Underwritten Offering and the managing underwriter advises the Company Corporation that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company Corporation will promptly so notify each holder of Registrable Securities that has requested registration registration, and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) ), based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.214.2, the Company Corporation shall have the right to select the managing underwriter with respect to the offering. (f) For purposes hereof, "Registration Expenses" means any and all out-of-pocket expenses incident to the Corporation's performance or compliance with Section 14 hereof, including, without limitation, all Commission, stock exchange or registration and filing fees, all fees and expenses of complying with securities and blue sky laws (including reasonable fees and disbursements of underwriters' counsel in connection with blue sky qualification and stock exchange filings), all fees and expenses of the transfer agent and registrar, if any, for the Registrable Securities, all printing expenses, the fees and disbursements of counsel for the Corporation and of its independent auditors, public accountants, including the expenses of any special audits and/or "cold comfort" letters required by or incident to such performance and compliance, and the reasonable fees and disbursements of one counsel reasonably acceptable to the Corporation and retained by the Requesting Holders, but excluding underwriting discounts and commissions and applicable transfer and documentary stamp taxes, if any, which shall be borne by the seller of the securities in all cases.

Piggyback Registrations. (a) IfFS shall notify Flegel at least 15 days prior to the filing of any registration stxxxxxxt under the Securities Act for a public offering of securities of FS (including, but not limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford Flegel an opportunity to include in such registration statement alx xx xart of the Registrable Securities held by Flegel; provided, that (x) no such notice shall be required, and txxx Xxction 2.2 shall not be applicable, at any time when a registration statement filed under Section 2.1 is effective. Such notice shall (including in an Initial Public Offering), i) offer Flegel the Company proposes opportunity to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration such number of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing Secuxxxxxx as he may request and (ii) describe such securities and specifying specify the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and underwriter, whether such underwritten offering will be pursuant to a “"best efforts” " or “"firm commitment” " underwriting, and (ii) and, if known, the price, net amount of any underwriting commissions, discounts and the like, at which the Registrable Securities are discount reasonably expected to be sold) if such disclosure is acceptable incurred in connection therewith). If Flegel desires to the managing underwriter. Upon the written request of include in any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of statement all ox xxxx of the Registrable Securities held by him, he shall, within 15 days after receipt of the above-described notice from FS, so notify FS in writing. Such notice shall state the number of Registrable Securities which Flegel requests to be included in such registration and his intendxx xxxhod of disposition of the Registrable Securities. If Flegel decides not to include all or any part of his Registrable Sxxxxxxies in any registration statement filed by FS, he shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect Flegel's rights under Section 2.1. (b) Notwithstanding the provisxxxx xx Section 2.2(a), FS shall not be required to give Flegel notice of its intent to file any registration statement of xxx xxpe described in Section 2.2(a) which is filed prior to the expiration of the Lock-Up Period (a "Lock-up Period Registration Statement"), and (except as set forth in the last sentence of this Section 2.2(b)) Flegel shall not have the right to include any of his Registrable Xxxxxxties in any Lock-Up Period Registration Statement, unless such Lock-Up Period Registration Statement includes all or a part of the Five Star Shares (such registration statement, a "Qualifying Registration Statement"). In the event that the Company has been so requested FS shall file a Qualifying Registration Statement, Flegel shall be entitled to registerinclude his Registrable Securities in xxxx Xualifying Registration Statement; provided, however, that:that the number of Registrable Securities that he shall be entitled to include shall be limited to such number of his Registrable Securities as equals the total number of Registrable Securities then owned by Flegel multiplied by a fraction, the numerator of which is the numxxx xx shares of Five Star Shares that are being included in such Qualifying Registration Statement and the denominator of which is the total number of Five Star Shares. If a Lock-Up Period Registration Statement, other than a Qualifying Registration Statement, is not declared effective by the SEC prior to the expiration of the Lock-Up Period, FS shall give Flegel a reasonable opportunity to include any of his Registrable Xxxxxxties in such Lock-Up Period Registration Statement. (ic) IfIf the registration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, at Flegel's right to be included in a registration pursuant to this Sxxxxxx 0.2 shall be conditioned upon his participation in the underwriting to the extent provided herein and his entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by FS. Notwithstanding any time after giving other provision of this Section 2.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then FS shall so advise Flegel, and the number of securities that may be included in the uxxxxxxiting shall be allocated first, to FS; and second, to Flegel and to any other stockholders of FS having comparable rightx, xx a pro rata basis based on the total number of Registrable Securities requested to be sold by Flegel and such other stockholders. If Flegel disapproves of the txxxx xf any such underwriting, he may exxxx xo withdraw therefrom by written notice of its intention to register any securities FS and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registrationstatement, the Company which withdrawal shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the affect Flegel's rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof2.1 or 2. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If at any time (including in an Initial Public Offering)after the expiration of the Lock-Up Period, the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under and the Securities Actform of registration statement to be used permits the registration of Registrable Securities, it will the Company shall give prompt written notice to all the holders each Holder of Registrable Securities promptly (which notice shall be given not less than 30 days prior to the anticipated filing date or two Business Days in the case of an Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved or his Registrable Securities in such proposed registration (includingstatement, without limitation (isubject to the limitations contained in Section 2.2(b) whether hereof. Each Holder who desires to have its or not his Registrable Securities included in such registration will statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days (or one Business Day in connection with the case of an underwritten offering Overnight Underwritten Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be in any registration statement pursuant to a “best efforts” or “firm commitment” underwriting, and (iithis Section 2.2(a) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the by giving written request of any such holder delivered notice to the Company within thirty (30of such withdrawal prior to the time of filing of such registration statement. Subject to Section 2.2(b) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)below, the Company will use best efforts to effect the shall include in such registration under the Securities Act of statement all of the such Registrable Securities that the Company has been so requested to registerbe included therein; provided, however, that: (i) If, that the Company may at any time after giving withdraw or cease proceeding with any such written notice of its intention to register any securities and prior to registration if it shall at the effective date of same time withdraw or cease proceeding with the registration statement filed in connection with such registrationof all other equity securities originally proposed to be registered. For the avoidance of doubt, the Company any registration or offering pursuant to this Section 2.2 shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves considered an Underwritten Offering, all holders Shelf Takedown for purposes of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under Section 2.1 of this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1Agreement. (b) The Company shall not be obligated With respect to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and 2.2(a), if the managing underwriter advises the Company that, that the inclusion of Registrable Securities requested to be included in its opinionthe Registration Statement will materially and adversely affect the price or success of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares for its own account or for the account of any Existing Holder), as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of securities proposed shares requested to be included in such Registration Statement by all Persons (including Holders) who have requested (pursuant to this Agreement or other contractual registration should rights) that their shares be limited due to market conditions, then included in such Registration Statement; and (ii) the Company will promptly so notify each holder maximum number of Registrable Securities that the managing underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested registration and the to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such holder underwriting arrangements; provided, however, that no such Person shall be excluded pro rata required to (until such limitation has been metA) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In make any representations or warranties in connection with any Underwritten Offering with respect such registration other than representations and warranties as to which holders (1) such Person’s ownership of his or its Registrable Securities shall have requested to be sold or transferred free and clear of all liens, claims and encumbrances, (2) such Person’s power and authority to effect such transfer, (3) as to the accuracy and completeness of statements made in a registration pursuant statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to this Section 6.2, the Company shall have the right to select or the managing underwriter by such Holder, and (4) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Company or the underwriters with respect to the offeringthereto except as otherwise provided in Section 2.7.

Piggyback Registrations. (a) If, The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to filing any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities Registration Statement under the Securities Act for purpose of effecting a public offering of any Class A Common Stock of the Company (other than a registration Registration Statement on Form S-4 S-8 or S-8 Form S-4, or any successor or similar forms thereto thereof, and other than a Registration Statement for the purpose of effecting a public offering of securities, including shares of Class A Common Stock upon conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) or, in the case of a registration statement on Form S-3 or any successor form thereof permitting offerings pursuant to Rule 415 thereof or a registration under Section 6.1)comparable rule relating to delayed offerings, whether at least five (5) business days prior to commencing the offering of any Class A Common Stock pursuant to such Registration Statement. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public such number or not for sale for its own account, on a form and in a manner that would permit registration amount of Registrable Securities for sale as each such Eligible Holder may request, subject to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwritingconditions set forth herein, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, howeverspecify, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinionextent then known, the number and class of securities proposed to be included in registered or offered, the proposed date of filing of such registration should be limited due to market conditionsRegistration Statement or of making such offering, then any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company will promptly so notify each holder of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such Registration Statement. If an Eligible Holder of Registrable Securities that has requested registration and desires to include in any such Registration Statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within five (5) calendar days after receipt of each the Intended Offering Notice from the Company, so notify the Company in writing (the "Piggy-back Notice"), and in such holder notice shall be excluded pro rata (until such limitation has been met) based on inform the respective Company of the number of shares of Registrable Securities the Eligible Holder wishes to include in such Registration Statement and offer to the public. Upon the request of the Company, the Selling Shareholders shall enter into such underwriting, custody and other agreements as to which registration has been requested by all such holders. (e) In shall be customary in connection with any Underwritten Offering registered secondary offerings or necessary or appropriate in connection with respect the offering. If the Eligible Holder decides not to which holders include all of its Registrable Securities in any registration statement thereafter filed by the Company, Eligible Holder shall have requested registration pursuant nevertheless continue to this Section 6.2, the Company shall have the right to select include any Registrable Securities in any subsequent Registration Statement or registration statements as may be filed by the managing underwriter Company with respect to offerings of its securities, all upon the offeringterms and conditions set forth herein.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), the The Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration shall notify all Holders of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, writing at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within least thirty (30) days after prior to the receipt filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such notice (which request shall specify Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities intended to be disposed held by it shall, within fifteen (15) days after receipt of by such holder and the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company has been so requested with respect to register; provided, however, that: (i) If, at any time after giving such written notice offerings of its intention to register any securities securities, all upon the terms and prior to the effective date of conditions set forth herein. If the registration statement filed in connection with such registrationunder which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall determine for any reason not to register so advise the Holders of Registrable Securities. In such securitiesevent, the Company may, at its election, give written notice right of any such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting Holder to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering 3.2 shall be conditioned upon such Holder's participation in such underwriting and the managing inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter advises or underwriters selected for such underwriting by the Company thatCompany. Notwithstanding any other provision of this Agreement, if the underwriter determines in its opiniongood faith that the inclusion of such shares will materially and adversely affect the marketing of the offering, the number of securities proposed to shares that may be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder underwriting shall be excluded allocated as follows: (i) first, to the Company, (ii) second, to the Holders on a pro rata (until such limitation has been met) basis based on the respective total number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.Registrable

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering), Whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a Demand Registration) and the registration under Section 6.1form to be used may be used for the registration of Warrant Shares (a "Piggyback Registration"), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly Warrant Shares of its intention to do so, describing effect such securities a registration and specifying the form and manner and the other relevant facts involved shall include in such proposed registration (including, without limitation (i) whether or not such registration will be in connection all Warrant Shares with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant respect to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the Company has received written request of any such holder delivered to the Company requests for inclusion therein within thirty (30) 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1's notice. (b) The Company Registration Expenses of the holders of Warrant Shares shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities paid by such holders in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plansall Piggyback Registrations. (c) The If a Piggyback Registration Expenses incurred in connection with each is an underwritten primary registration on behalf of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company, and the managing underwriters advise the Company in writing that in their judgment the number of securities requested to be included in such registration must be limited in order to effect an orderly public distribution, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares initially proposed to be registered by such holders, and (iii) third, any other securities requested to be included in such registration. (d) If a Piggyback Registration is an underwritten secondary registration pursuant to this Section 6.2 involves an Underwritten Offering on behalf of holders of the Company's securities other than the holders of the Warrant Shares, and the managing underwriter advises underwriters advise the Company that, in its opinion, writing that in their judgment the number of securities proposed requested to be included in such registration should must be limited due in order to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2effect an orderly public distribution, the Company shall have include in such registration (i) first, the right securities requested to select be included therein by the managing underwriter with respect holders requesting such registration (ii) second, the Warrant Shares requested to be included in such registration, pro rata among the offeringholders of such securities on the basis of the number of shares initially proposed to registered by such holders, and (iii) third, any other securities requested to be included in such registration.

Piggyback Registrations. Holder shall have the following piggyback registration rights: (a) If, If at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities file a Registration Statement under the Securities Act (with respect to an offering by the Company for its own account or for the account of any of its securityholders of Common Stock other than a registration statement on Form S-4 or S-8 (or F-4 or F-8) (or any successor substitute form that may be adopted by the SEC) or similar forms thereto and any other than publicly registered offering pursuant to a registration the Securities Act pertaining to the issuance of shares of Common Stock or securities exercisable therefor under Section 6.1)any benefit plan, whether employee compensation plan, or not for sale for its own accountemployee or director stock purchase plan or relating to equity securities issuable in connection with any asset or business acquisition, on a form and in a manner that would permit registration then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities for sale to as soon as practicable (but in no event fewer than twenty (20) days before the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly anticipated filing date) of its intention to do soeffect such a registration, describing which notice shall specify the proposed offering price (if known or, if not known, an estimate thereof), the kind and number of securities proposed to be registered, the distribution arrangements and such securities and specifying other information that at the form and manner and the other relevant facts involved time would be appropriate to include in such proposed registration (includingnotice. Subject to Section 2.2(b) hereof, without limitation (i) whether or not the Company shall include in such registration will be in connection with an underwritten offering of all Registrable Securities and, if so, the identity held by Holder as such Holder may request in writing within ten (10) business days after receipt of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to notice from the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Selling Holder and the intended method of disposition distribution thereof) (a "Piggyback Registration"). Except as may otherwise be provided in this Article II, the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has with respect to which such requests for registration have been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall received will be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected registered by the Company in a Piggyback Registration pursuant to this Article II on the same terms and subject to the same conditions as apply are applicable to any similar securities of the Company or the other selling stockholders participating included therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Notwithstanding anything to the contrary contained in this Section 2.2: (i) the Company shall not be obligated to include any Registrable Securities in any registration statement filed by the Company if current outside counsel to the Company or any other counsel to the Company reasonably acceptable to Selling Holder shall render an opinion to Selling Holder to the effect any that (A) registration is not required for the proposed transfer of such Registrable Securities or (B) a post-effective amendment to an existing registration statement filed simultaneously with the proposed transfer would be sufficient for such proposed transfer, and (ii) the Company may (subsequent to the securityholders' approval or the Company's requirement to effect a public offering pursuant to this Article II) determine not to proceed with the Registration Statement which is the subject of such notice, provided that it has determined, in its reasonable discretion, that a change in circumstances has occurred (since the date of the securityholders' approval or the date from which the Company is required to effect a public offering) to the material detriment of the Company or the proposed offering of securities. No right to registration of Registrable Securities under this Section 6.2 incidental 2.2 shall be construed to the limit any registration required under Sections 2.1 or paragraph (b) of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plansArticle III hereof. (c) The If in any Piggyback Registration, the managing underwriter or underwriters thereof (or in the case of a Piggyback Registration Expenses incurred not being underwritten, an independent underwriter, of nationally recognized standing selected by the Company whose fees and expenses shall be borne by the Company), shall advise the Company in connection with each registration writing that in its or their reasonable opinion the number of Registrable Securities requested pursuant proposed to this Section 6.2 be sold in such Piggyback Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering of securities to be sold in such offering, including the price at which such securities can be sold, the Company will be required to include in such Piggyback Registration only the maximum amount of securities which, in the opinion of such underwriter or underwriters, can be sold without having such a material adverse effect on such offering (it being understood that any reduction in Registrable Securities shall be paid made pro rata in proportion to the Registrable Securities sought to be registered by Selling Holder and other securityholders of the Company, but no such reduction shall be made in relation to shares to be registered by the Company). (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1)of its securities, whether or not for sale for its own accountaccount and other than pursuant to a Demand Registration, on a form and in a manner that which would permit registration of the Registrable Securities held by Stifel for sale to the public under the Securities Act, it will the Company shall give written notice of the proposed registration to Stifel not later than ten (10) days prior to the filing thereof. Stifel shall have the right to request that all the holders or any part of its Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved be included in such proposed registration (including, without limitation (i) whether or not registration. Stifel can make such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the request by giving written request of any such holder delivered notice to the Company within thirty five (305) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to registerStifel; provided, however, that: (i) If, at any time after giving that if the registration is an underwritten registration and the managing underwriters of such written notice offering determine that the aggregate amount of its intention to register any securities and prior to the effective date of the Company which the Company and Stifel propose to include in such registration statement filed exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in connection with such registration, first, the securities that the Company shall determine for any reason not proposes to register such securitiessell, the Company maysecond, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of Stifel, and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each such holder of them. Registrable Securities proposed to be registered and sold pursuant to an underwritten offering for the account of Stifel shall be excluded pro rata (until such limitation has been met) based sold to the prospective underwriters selected or approved by the Company and on the respective number terms and subject to the conditions of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, one or more underwriting agreements negotiated between the Company and the prospective underwriters. Stifel shall have the right to select receive a copy of the managing form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter with respect of the terms of such 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 offeringStifel.

Piggyback Registrations. (a) If, at any time (including in an Initial Public Offering)time, 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 (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-4 S-1 or S-8 Form S-3 or any successor or similar forms thereto and other than pursuant to a an equivalent general registration under Section 6.1)form then in effect, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will Company shall give prompt written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering so to each Holder of record of Registrable Securities and, if so, the identity (which shall in no event include a Holder pursuant clause (iii) of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterdefinition thereof). Upon the written request of any such holder delivered to the Company Holder, made within thirty (30) 15 days after 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 Holder and the intended method of disposition distribution thereof), the Company will Company, subject to Sections 2.2(b), 2.3 and 2.7, shall use best commercially reasonable efforts to effect cause all such Registrable Securities to be included in the registration under statement with the Securities Act securities that 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 all distribution thereof of the Registrable Securities that to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company has been so requested of its obligations to register; provided, however, that:effect Demand Registrations under Section 2.1. (ib) If, at any time after giving such written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities who made and (i) in the case of a request as hereinabove provided and thereupon the Company determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected Holders under Section 6.1 hereof. 2.1 and (ii) If in the case of a determination to delay such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation equity securities, shall be permitted to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to delay the registration of any of its securities such Registrable Securities for the same period as the delay in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or registering such other employee benefit plansequity securities. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company Any Holder shall have the right to select withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the managing underwriter Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the offeringregistration as to which such withdrawal was made.

Piggyback Registrations. (a) If, The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities registration statement under the Securities Act (other than for purposes of a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration public offering of Registrable Securities for sale to securities of the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration Company (including, without limitation (ibut not limited to, registration statements relating to secondary offerings of securities of the Company and any registration pursuant to Section 3.2, but excluding Special Registration Statements) whether or not and will afford each such Holder an opportunity to include in such registration will be in connection with an underwritten offering statement all or part of such Registrable Securities and, if so, the identity held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company held by it shall, within thirty fifteen (3015) days after the receipt of any such above-described notice (which request from the Company, so notify the Company in writing. Such notice shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof)of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement of which the Company gives notice under this Section 3.3 is for an underwritten offering, the Company will use best efforts shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to effect include Registrable Securities in a registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration under below twenty five percent (25%) of the Securities Act total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling Stockholders, in which event any or all of the Registrable Securities that of the Holders may be excluded in accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has been so requested to register; providedand the underwriter, however, that: delivered at least ten (i10) If, at any time after giving such written notice of its intention to register any securities and business days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the Company shall determine for any reason not to register such securitiespartners, the Company mayretired partners, at its electionmembers, give written notice retired members and stockholders of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)Holder, without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve estates and family members of any such partners, retired partners, members and retired members and any trusts for the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration benefit of any of its securities the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit planssuch “Holder,” as defined in this sentence. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select terminate or withdraw any registration initiated by it under this Section 3.3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the managing underwriter Company in accordance with respect to the offeringSection 3.5 hereof.

Piggyback Registrations. (a) If, If at any time or times after the date hereof (including other than in an Initial Public Offering), connection with the Company’s initial public offering) the Company proposes shall seek to register any shares of its equity securities Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale to the public for its own accountaccount or on the account of others (except with respect to registration statements on Form X-0, on a Xxxx X-0 or another form and in a manner that would permit registration of not available for registering the Registrable Securities for sale to the public under the Securities Act, it will give written notice and except with respect to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be statements filed pursuant to a “best efforts” or “firm commitment” underwritingSection 3 hereof, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to shall be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of governed by such holder and the intended method of disposition thereofsaid Section 3), the Company will promptly give written notice thereof to all holders of Registrable Securities (the “Holders”). If within twenty (20) days after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all of such Registrable Securities. In the Registrable Securities that the Company has been so requested to register; provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date case of the registration statement filed of shares of capital stock by the Company in connection with such registrationany underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, then, subject to the following sentence, the Company shall determine for any reason not be required to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such holder underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any amount to be excluded pro rata (until such registered for the account of the Company. If any limitation has been met) based on of the respective number of shares of Registrable Securities as to which registration has been requested be registered by all such holders. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration the Holders is required pursuant to this Section 6.22, the Company number of shares to be excluded from such registration shall have be determined in the right following sequence: (i) first, securities sought to select be included by any Persons not having any contractual, incidental “piggyback” rights, (ii) second, securities sought to be included by any Persons (other than the managing underwriter with respect Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement, and (iii) third, Registrable Securities sought to be included by the Holders under this Section 2 as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Holders). (b) Subject to the provisions contained in this Section 2, in any offering other than an initial public offering, the number of Registrable Securities requested to be so registered may not be limited to less than 25% of the number of securities to be registered in the total offering. In such case as the offering is limited to less than 25% of the number of Registrable Securities to be registered in the total offering, the offering will be prohibited.

Piggyback Registrations. (a) If, at At any time (including in an Initial Public Offering)or from time to time after the IPO, if the Company proposes to register any of its equity securities file with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 S-8, or any successor form substituting therefor, or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not filed in connection with an exchange offer) for the sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to shares of the public under the Securities ActCompany’s capital stock, it will at each such time give written notice to all the holders of Registrable Securities promptly each Holder of its intention so to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterdo. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof)Holder, the Company will use its best efforts to effect cause each Registrable Security which the Company has been requested to register by any Holder, in the aggregate, to be included in such registration statement under the Securities Act, all to the extent required to permit the sale or other disposition by each such Holder of the Registrable Securities so registered. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of the offering to be effected pursuant to such registration statement delivers a written opinion to each Holder requesting the registration of Registrable Securities that the total number of shares of equity securities which it and any other persons or entities intend to include in such offering would adversely affect the price range or probability of success of such offering, then the Company shall include in such registration: (i) first, all securities the Company proposes to sell, and (ii) second, all Registrable Securities requested to be included in such registration by any Holders and all securities of the Company requested to be included in such registration by any other holders who are entitled to include securities in such registration pursuant to written registration rights agreements approved by the Board of Directors of the Company (the “Other Stockholders”) in excess of the number of shares of its securities of the Company proposes to sell which, in the opinion of such underwriters, can be sold without adversely affecting the price range or probability of success of such offering (allocated pro rata among such Holders and the Other Stockholders on the basis of the number of shares of such securities requested to be included therein). (b) If all or substantially all of the securities (other than the Registrable Securities) to be registered for sale pursuant to a registration statement, the intention to file which caused a notice to be given pursuant to Section 4(a), are to be offered for sale for the account of the Company and are to be distributed by or through an underwriter or underwriters of recognized standing pursuant to underwriting terms appropriate for such transactions, then each Holder agrees that such Holder shall forbear from selling Registrable Securities to the public (except as part of such underwritten registration) pursuant to a registration statement or pursuant to Rule 144 or 144A under the Securities Act for a period of all of the Registrable Securities that the Company has been so requested to register; provided, however, that: fourteen (i14) If, at any time after giving such written notice of its intention to register any securities and business days prior to and one hundred twenty (120) days following the effective date of the registration statement filed to which reference is made in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewithSection 4(a), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred Notwithstanding anything contained herein to the contrary, the Holders may, in connection with each registration the discretion of the Board of Directors, include that portion of Registrable Securities requested pursuant to this Section 6.2 shall be paid in the IPO that is deemed appropriate by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises of the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holdersIPO. (e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering.

Piggyback Registrations. (ai) If, at any time (including in an Initial Public Offering), If the Company proposes to register Common Stock (for its own account or for the account of any other holder of its equity securities securities) under the Securities Act (other than pursuant to a registration Demand Registration which shall be governed by Section 2(a), and registrations on Form S-4 or Form S-8 or on any successor or other form promulgated for similar forms thereto and other than pursuant purposes or relating to a Rule 145 transaction) at any time after the applicable Restriction Termination Date and the registration under Section 6.1), whether or not form to be used may be used for sale for its own account, on a form and in a manner that would permit the registration of Registrable Securities for sale to the public under the Securities ActAct (a “Piggyback Registration”), it will then the Company shall give prompt written notice to all the holders of Registrable Securities promptly each applicable Stockholder Representative of its intention to do soeffect such a registration and, describing such securities and specifying subject to the form and manner and the other relevant facts involved terms hereof, shall use reasonable best efforts to include in such proposed registration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of all Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant with respect to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if Company has received written requests for inclusion therein from such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice Stockholder Representative (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Stockholder Representative and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the any Registrable Securities that of a Stockholder to whom such Stockholder Representative has properly assigned its rights under this Section 2(b)) within 20 days after such Stockholder Representative receives the Company has been so requested to registerCompany’s notice; provided, however, that: that (iA) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided the applicable Stockholder Representatives and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration registration, (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (iiB) If if such registration involves an Underwritten Offeringunderwritten offering by the Company, all holders of each Stockholder holding Registrable Securities requesting to be included in the Company’s such registration must sell their its Registrable Securities to the such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and (C) if such registration involves an underwritten secondary offering on behalf of holders of the Company’s securities other selling stockholders participating therein. No than the Stockholders pursuant to a demand or similar registration effected right, each applicable Stockholder Representative may, in lieu of exercising its rights on its own behalf and/or on behalf of other Stockholders under this Section 6.2 shall relieve 2(b), elect (by written notice sent to the Company within ten (10) Business Days from the date of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested Company’s notice pursuant to this Section 6.2 2(b)(i)) to include all or a portion of its Registrable Securities and any Registrable Securities of a Stockholder to whom such Stockholder Representative has properly assigned its rights under Section 2(a) in such demand registration (it being understood that, subject to Section 2(a)(ii), such a registration shall be paid by the Companydeemed to be one of such Stockholder Representative’s Demand Registrations). (dii) If a registration pursuant to this Section 6.2 involves Piggyback Registration is an Underwritten Offering underwritten primary offering on behalf of the Company, and the managing underwriter advises underwriters advise the Company that, in its opinion, writing that in their opinion the number of securities proposed requested to be included in such offering exceeds the largest number of securities which can be sold therein without adversely affecting the marketability of the offering and within a price range reasonably acceptable to the Company, the Company shall include in such registration (A) first, the securities the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration should by the applicable Stockholder Representatives and any other securities requested to be limited due to market conditionsincluded in such registration, then pro rata among the Company will promptly so notify each holder holders of Registrable Securities that has requested registration and all such securities (including the Registrable Securities of the Stockholders) on the basis of the number of securities of the Company owned by each such holder. (iii) If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities other than the Stockholders, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the largest number of securities which can be sold in such offering without adversely affecting the marketability of the offering and within a price range reasonably acceptable to the holders of the Company’s securities requesting such registration other than the Stockholders, the Company shall include in such registration (A) first, the securities requested to be included therein by the holders of registrable securities requesting such registration, including Registrable Securities included therein pursuant to Section 2(b)(i)(C), pro rata among the holders of all such securities on the basis of the number of securities of the Company owned by each such holder shall and (B) second, Registrable Securities requested to be excluded included in such registration by the applicable Stockholder Representatives (other than Registrable Securities included pursuant to clause (A) above) and any other securities requested to be included in such registration, pro rata (until among the holders of all such limitation has been met) based securities on the respective basis of the number of shares securities of Registrable Securities as the Company owned by each such holder. For the avoidance of doubt, the parties hereto agree that the Company may offer registration rights in the future that have reciprocal piggyback registration provisions that permit the holder of such registration rights to which registration has been requested exercise one of its demand registrations following a Demand Registration request from a Stockholder Representative and be treated pari passu with the Stockholders participating in such Demand Registration in the event of an underwritten offering cutback of the type contemplated by all such holdersthis paragraph (iii). (eiv) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the The Company shall have the right to select the managing underwriter investment banker(s) and/or manager(s) to administer the offering in connection with respect any Piggyback Registration. (v) Each Stockholder holding Registrable Securities to be included in a registration pursuant to this Section 2(b) agrees that it will execute such other customary agreements as the offeringCompany may reasonably request to further accomplish the purposes of this Section 2(b).

Piggyback Registrations. (a) If, at any Each time (including in an Initial Public Offering), the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than a registration on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 6.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under and the Securities Actform of registration statement to be used permits the registration of Registrable Securities, it will the Company shall give prompt written notice to all the holders each Holder of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation which notice shall be given not less than (i) whether ten days prior to the anticipated filing date or not (ii) two Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration will statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten days (or one Business Day in connection the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such 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 this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 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 offering Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement. (b) With respect to any registration pursuant to Section 2.2(a), if the managing underwriter(s) advise the Company that the inclusion of Registrable Securities and, if sorequested to be included in the Registration Statement will materially and adversely affect the marketability of the offering (a “Material Adverse Effect”), the identity Company will be obligated to include in the Registration Statement (after all such shares for its own account), as to each Holder requesting registration pursuant to Section 2.2(a), only a portion of the managing underwriter and whether shares such offering will Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of shares requested to be included in such Registration Statement by all Persons (including Holders) who have requested (pursuant to a “best efforts” this Agreement or “firm commitment” underwriting, other contractual registration rights) that their shares be included in such Registration Statement; and (ii) the price, net maximum number of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder delivered to the Company within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company managing underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has been so requested to registerbe so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that: that no such Person shall be required to (iA) If, at make any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed representations or warranties in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration other than representations and warranties as to (but not from 1) such Person’s ownership of his or its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. sold or transferred free and clear of all liens, claims and encumbrances, (ii2) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting Person’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply reasonably requested or (B) undertake any indemnification obligations to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In connection with any Underwritten Offering underwriters with respect to which holders of Registrable Securities shall have requested registration pursuant to this thereto except as otherwise provided in Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offering2.7.

Piggyback Registrations. (a) If, If the Company at any time (including in an Initial Public Offering), after the Company IPO Date proposes to register or is required to register any shares of its equity securities issued by the issuer of the Registrable Securities under the Securities Act (other than a including any registration requested pursuant to Section 11.04(d) hereof but excluding any registration statement on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms thereto and purposes, or any registration statement with respect to corporate reorganizations or other than pursuant to a registration transactions under Section 6.1Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account, on a form and in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities ActAct or the comparable statute of any applicable jurisdiction, it will will, at each such time, give prompt written notice to all the holders Holders of Registrable Securities promptly of its intention to do so, describing which notice will specify the number and type of securities to be registered, and, subject to Section 11.04(f), it will afford each such securities and specifying the form and manner and the other relevant facts involved Holder an opportunity to include in such proposed registration (includingall or part of the Registrable Securities held by such Holder; provided, without limitation (i) whether that any terms or not such registration will be rights offered to the GC Industrial Member in connection with an underwritten offering of Registrable Securities and, if so, the identity of foregoing and not specifically addressed herein shall be offered to all Members (other than the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (iiGC Industrial Member) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriterpari passu. Upon the written request of any such holder delivered to the Company Holder made within thirty (30) 15 days after the receipt of any such notice (which request shall will specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereofHolder), the Company will will, subject to Section 11.04(f), use its reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that which the Company has been so requested to registerregister by the Holders to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that: that (iA) Ifif, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall will determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities who made a request as hereinabove provided and thereupon the Company shall and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration registration, and (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of the Registrable Securities to request that a registration subsequently be effected under Section 6.1 hereof. (iiB) If if such registration involves an Underwritten Offeringunderwritten offering, then all holders Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the other selling stockholders participating thereinCompany), as may be customary or appropriate in secondary offerings. No If a registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1. (b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans. (c) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.2 shall be paid by the Company. (d11.04(c) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company thatunderwritten public offering, in its opinion, the number any Holder of securities proposed Registrable Securities requesting to be included in such registration should be limited due may elect, in writing at least 10 days prior to market conditions, then the Company will promptly so notify each holder effective date of Registrable Securities that has requested the registration and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders. (e) In statement filed in connection with any Underwritten Offering such registration, not to register such securities in connection with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the offeringsuch registration.