Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If If, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days Business Days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”). Such notice shall offer , provided, however, that if the holders of Company has been advised in writing by the Registrable Securities managing Underwriter(s) that the opportunity to register such number of shares inclusion of Registrable Securities as each such holder may request and shall indicate for sale for the intended method benefit of the Holders will have an adverse effect on the price, timing, or distribution of such the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities. If Securities can be included in the Underwritten Offering in the opinion of the managing underwriter of any underwritten offering shall inform Underwriter(s), the Company by letter shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of its belief that the number managing Underwriter(s), then the amount of Registrable Securities requested to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 3.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained Holder agreement to enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)selected for such Underwritten Offering.

Piggyback Rights. (i) If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Special Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of, Equity Securities of Common Stock by the Company PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into Equity Securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to the all Holders of its intention to do so (as soon as practicable but in no event not less than twenty (20) four calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten (10) three calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities toPiggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriter(s) at managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to Registrable Securities requested by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) subsection 2.2.1 to be included in a Piggyback Registration on the same terms and prior to the effective date conditions as any similar securities of the registration statement filed Company included in connection with such registration, Registration and to permit the Company shall determine for any reason not to cause sale or other disposition of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All such registration; provided, however, that nothing contained Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit selected for such Underwritten Offering by the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If the Partnership (a) shall at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason propose to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to under the Securities Act for an offering of Common Stock by equity securities of the Company Partnership for its own account cash (including, without limitation, the Qualified Initial Public Offering but excluding an offering relating solely to an employee benefit plan or for to a reorganization, combination or merger involving the account of any of its stockholders, it Partnership) or (b) shall at each such any time promptly give written be required to file a registration statement pursuant to Section 10.1 or Section 10.2, the Partnership shall provide notice to all Holders in writing at least 15 days prior to the Holders filing date (the “Piggyback Notice”) of its intention to do so file such registration statement and shall use all reasonable efforts to include such number or amount of securities held by each Holder (but other than the demanding Holder in no event less than twenty (20the case of a registration statement required pursuant to Section 10.1 or Section 10.2) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein statement as such Holder shall request in writing within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer Notice; provided, that the holders Partnership is not required to make any effort or take any action to so include the securities of any Holder once the registration statement is declared effective by the Commission, including any registration statement providing for the offering from time to time of securities pursuant to Rule 415 of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable SecuritiesAct. If the proposed or required offering shall be an underwritten offering, then, if the managing underwriter or managing underwriters of any underwritten such offering shall inform advise the Company by letter Partnership and the Holders in writing that in their opinion the inclusion of its belief that all or some of the number of Registrable Securities requested Limited Partnership Interests proposed to be included in such registration pursuant to this Section 6(d), when added to the number offering would adversely and materially affect the success of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company Partnership shall include in such registrationoffering only that number or amount, to if any, of securities that, in the extent opinion of the total number of securities which managing underwriter or managing underwriters, will not so adversely and materially affect the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained (i) in the case of any offering proposed by the Partnership pursuant to this Section 6(e10.3(a), the number or amount of Limited Partnership Interests that will be included in such offering shall be allocated first to the Partnership, second to the Holders that have requested to participate in the offering pursuant to this Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to any other holders of Limited Partnership Interests that have contractual rights to participate in such offering that have been exercised, and (ii) in the case of any offering demanded by a Holder pursuant to Section 10.1 or Section 10.2, the number or amount of Limited Partnership Interests that will be included in such offering shall limit be allocated first to the Companydemanding Holder, second to the Holders that have requested to participate in such offering pursuant to this Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to the Partnership and any other holders of Limited Partnership Interests that have rights to participate in such offering that have been exercised (on such basis as determined by the General Partner and such other holders). Except as set forth in Section 10.4, all expenses incurred in connection with any registration and offering proposed by the Partnership pursuant to this Section 10.3(a) (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s liabilities and/or obligations under this Agreementand accounting fees, includingreasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without limitationreimbursement by the Holders, it being understood and agreed that all expenses of a registration and offering required pursuant to Section 10.1 or Section 10.2 shall be paid in accordance with the obligation to pay liquidated damages under Section 2(d)applicable provisions thereof.

Piggyback Rights. If at any time or from time to time following the date of this Agreement that Lock-Up Period applicable to any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Holder hereof the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company 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 shareholders of the Company, other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (iv) for an offering of debt that is convertible into equity securities of the Company, (v) to register the offering of securities in connection with a transaction to be registered on Form S-4 or (vi) for a dividend reinvestment plan, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the 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 with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by a Holder pursuant to this Section 6(d), when added 2.2.1 (to the number of other securities extent that such Holder is not then subject to a Lock-Up Period) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If Subject to Section 7, at any time and from time to time after 40 days following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 Closing Date, if the Company proposes to (A) there is not one or more effective file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) Statement with respect to an offering of Common Stock by Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company (other than a form not available for registering the resale of the Registrable Securities to the public), for its own account or for the account of any a Stockholder of the Company that is not a party to this Agreement, or (B) conduct an offering of Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company, for its stockholdersown account or for the account of a Stockholder that is not a party to this Agreement (such offering referred to in clause (A) or (B), it a “Piggyback Offering”), the Company shall at each such time promptly give written notice (the “Piggyback Notice”) of such Piggyback Offering to the Holders Registration Rights Parties. The Piggyback Notice shall include the amount and type of its intention securities to do so (but be included in no event less than twenty (20) days before such offering, the anticipated filing date) and, expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Registration Rights Parties the opportunity to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration Piggyback Offering such amount of Registrable Securities as each Registration Rights Party may request. Subject to Section 2(c)(ii) and Section 2(c)(iv), the Company will include in each Piggyback Offering all Registrable Securities with respect to for which the Company has received written requests for inclusion therein within ten (10) days after receipt the date the Piggyback Notice is given (provided that, in the case of a block trade or a Bought Deal, such written requests for inclusion must be received within one Business Day after the date the Piggyback Notice is given); provided, however, that, in the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant offered. All Registration Rights Parties proposing to this Section 6(d)distribute their securities through a Piggyback Offering, when added to the number as a condition for inclusion of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupontherein, shall be relieved of its obligation agree to register any Registrable Securities in connection enter into an underwriting agreement with the Underwriters for such registrationPiggyback Offering; provided, however, that nothing contained the underwriting agreement is in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)customary form.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration 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 shareholders of the Company (or by the Company and by the shareholders of the Company, including an Underwritten Takedown pursuant to Section 2.4), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan or (e) for a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing or offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty fifteen (2015) days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (x) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such offering, and (y) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer Subject to subsection 2.7.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.7.1 to be offered included in such registration by Piggyback Registration on the Company, would materially adversely affect such offering, then same terms and conditions as any similar securities of the Company shall include included in such registration, Registration and to permit the extent sale or other disposition of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration; provided, however, that nothing contained in this Section 6(ethe intended method(s) shall limit of distribution thereof. In the Company’s liabilities and/or obligations under this Agreement, including, without limitationevent of any Underwritten Offering, the obligation inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to pay liquidated damages under Section 2(d)such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

Piggyback Rights. If If, at any time following time, subject to compliance by the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Holders with Section 3.3, the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for equityholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof (subject to Section 2.3)), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty seven (207) days before the anticipated filing datedate of such Registration Statement, which notice shall (i) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (ii) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such holders may request in writing within ten three (103) business days after receipt of the Company’s such written notice (a “Piggyback Registration”). Such notice The Company shall offer the holders of the cause such Registrable Securities the opportunity to register be included in such number of shares of Registrable Securities as each such holder may request registration and shall indicate the intended method of distribution of such Registrable Securities. If use its commercially reasonable efforts to cause the managing underwriter Underwriter or Underwriters of any underwritten offering shall inform a proposed Underwritten Offering to permit the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to a Piggyback Registration on the number same terms and conditions as any similar securities of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in and to permit the sale or other disposition of such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All holders proposing to distribute their securities through a Piggyback Registration shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Piggyback Registration.

Piggyback Rights. If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Special Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Equity Securities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of PubCo or (iv) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to all Special Holders and the Holders of its intention to do so (PEM Equityholders as soon as practicable but in no event not less than twenty three (203) calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Special Holders and the provisions of Rule 415 under PEM Equityholders the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Special Holders or PEM Equityholders, as applicable, may request in writing within ten two (102) calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Special Holder and each PEM Equityholder agrees with PubCo that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 3.3. Such notice PubCo shall offer the holders of the cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders and PEM Equityholders pursuant to this Section 6(d), when added to the number of other securities 4.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s or any PEM Equityholder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; providedSpecial Holder’s or PEM Equityholder’s, howeverrespectively, that nothing contained in this agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)4.6 below.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Ordinary Shares (including equity securities exercisable or exchangeable for, or convertible into, Ordinary Shares), for its own account or for the account of shareholders of the Company, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) a Registration Statement on Form F-4 or Form S-8 (or any successor forms), (c) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (d) for an offering of debt that is convertible into equity securities of the Company, (e) for a dividend reinvestment plan or similar plans, (f) filed pursuant to Section 2.1 or (g) filed in connection with any business combination or acquisition involving the Company, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so Registrable Securities as soon as practicable (but in no event not less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days prior to the anticipated filing by the Company with the Commission of any Registration Statement with respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), the proposed date of filing of such Registration Statement with the Commission and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, in each case to the extent then known, (B) describe such Holders’ rights under this Section 2.2 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.2, would materially adversely affect such offering, then the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall include in not trigger any notification or participation rights hereunder until such registration, to the extent of the total number of securities which time as the Company is so advised can be sold in (amends or during the time of) supplements such Registration Statement to include information with respect to a specific offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration (and such amendment or supplement shall trigger the notice and participation rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible provided for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d2.2).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its stockholdersAffiliates and any third party, it or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its intention to do so (members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but in no event not less than twenty (20) days before the anticipated filing datedate of such Registration Statement, which notice shall (i) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.3.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If If, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock (i) file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by equity securities of the Company Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (c) for an offering of debt that is convertible into equity securities of the Company or (d) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders of its intention to do so Registrable Securities as soon as practicable (but in no event the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement), which notice shall (1) anddescribe the amount and type of securities to be included, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, and (2) offer to all of the extent permitted under the provisions Holders of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days in the case of filing a Registration Statement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If the Company at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company hereof proposes for any reason to register any shares of Common Stock under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or similar forms), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholdersaccount, it shall will, at each such time promptly time, give prompt written notice to the Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders' rights under this Section 3.1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities requested intended to be included in disposed of by such registration pursuant to this Section 6(dRegistration Rights Holder), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, will use its reasonable efforts to effect the extent registration under the Securities Act of the total number of securities all Registrable Securities which the Company is has been so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes requested to register for its own accountby the Registration Rights Holders; and provided that (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company or the Initiating Holders, as the case may be, on the same terms and conditions as apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(d)3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any portion of such securities in connection with such registration.

Piggyback Rights. If at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Exercise Period, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to shall prepare and file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) under the Act, with respect to an a public offering of Common Stock equity or debt securities of the Company, whether by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offeringPersons, then the Company shall include in any such registrationregistration statement or any post-effective amendment to such registration statement, such information as may be required to permit a public offering of Stock held by any Registered Holders requesting inclusion of their Stock; provided that where such offering is to be an underwritten offering, and in the opinion of the Company's managing underwriter the inclusion of the Stock requested to be registered, when added to the extent other securities being registered, would exceed the maximum amount of the company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering a portion of the Stock requested to be so registered, so that the total number of securities which to be registered is within the Company is so advised can maximum number of shares that, in the opinion of the managing underwriter, may be sold in (or during the time of) such offering marketed without so otherwise materially and adversely affecting such offering (the “Sale Number”), entire offering. In the event there are previously issued securities other than the Stock that are proposed to be registered in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject registration pursuant to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and were granted prior to the effective date of rights granted hereunder (the registration statement filed in connection with such registration"Prior Rights"), then, the Company rights granted under this Subsection 12.2 shall determine for any reason not be subject to cause all such Prior Rights, and the Stock may be excluded from such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationextent that the Prior Rights require; provided, however, that nothing contained the entire amount of any other securities without Prior Rights shall be excluded from such registration before the exclusion of any portion of the Stock for which registration was requested by a Registered Holder. Each Registered Holder of Warrant Securities for whose account any Stock may be included in a post-effective amendment or registration statement shall have the unrestricted right to withhold Stock from inclusion in the underwritten offering, without regard to whether registration was requested. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such post-effective amendment or new registration statement. In the event of such a proposed registration, the Company shall furnish the then Registered Holders of Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or new registration statement. Such notice shall continue to be given by the Company to Registered Holders of Warrant Securities, with respect to subsequent registration statements or post-effective amendments filed by the Company, until such time as all of the Stock may be sold without restriction under the Act and applicable state securities laws and regulations, and the Registered Holders have received an opinion from counsel for the Company (in such form and from counsel reasonably satisfactory to the Registered Holders) that all of the Stock is so saleable under SEC Rule 144 or otherwise within the immediate 90-day period commencing on the date a sale is requested. The Registered Holders of Warrant Securities shall exercise the rights provided for in this Section 6(e) shall limit Subsection 12.2 by giving written notice to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, within twenty (20) days of receipt of the obligation Company's notice of its intention to pay liquidated damages under Section 2(d)file a post-effective amendment or new registration statement.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock (i) file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by equity securities of the Company Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration Statement (A) filed in connection with any employee stock option or other benefit plan, (B) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (C) for an offering of debt that is convertible into equity securities of the Company or (D) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company other than the Holders pursuant to a then-effective Registration Statement, then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders of its intention to do so Registrable Securities as soon as practicable (but in no event the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement), which notice shall (x) anddescribe the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the extent permitted under the provisions Holders of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten (10a) five (5) days in the case of filing a Registration Statement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) no such Holder shall limit be required to make any representations or warranties to or agreements with the CompanyCompany or the Underwriters other than representations, warranties or agreements that are customary or required by the Underwriters, regarding such Holder’s liabilities and/or obligations under this Agreementauthority to enter into such underwriting agreement and to sell, including, without limitationand its ownership of, the obligation to pay liquidated damages under Section 2(d)securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Piggyback Rights. If at any time following In the date of this Agreement event that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to files a registration statement on Form S-4 or Form S-8 under the Securities Act of 1933, as amended (or a similar or successor form)the "Act") with respect which relates to an offering of Common Stock securities of the Company by the Company or any holder of securities (except in connection with an offering to or by employees), such registration statement and the prospectus included therein shall also, at the written request to the Company by the Holder, include and relate to, and meet the requirements of the Act with respect to, the public offering of such Warrant Shares as the Holder indicates it intends to exercise and offer under the registration statement for sale and sell, so as to permit the public sale thereof in compliance with the Act, and any related qualifications under blue sky laws or other compliance or any underwriting involved therein shall also relate thereto. The Company shall use its own account or for the account of best efforts to effect such registration, any of its stockholderssuch qualification, it any such compliance and any such underwriting as soon as practicable. The Company shall at each such time promptly give prompt written notice to the Holders Holder of its intention to do so (file a registration statement under the Act relating to an offering of the aforesaid securities of the Company, but in no event less than twenty twenty-five (2025) days before the anticipated filing date) and, prior to the extent permitted under the provisions filing of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which statement, and the Company has received written requests request provided for inclusion therein within in the first sentence of this Section shall be made by the Holder ten (10) or more days after receipt of prior to the Company’s date specified in the notice (a “Piggyback Registration”)as the date on which it is intended to file such registration statement. Such notice shall offer Neither the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution delivery of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform notice by the Company by letter nor of its belief that the number of Registrable Securities requested to be included in such registration request pursuant to this Section 6(d), when added 3.5.1 by the Holder shall in any way obligate the Company to the number of other securities to be offered in file any such registration by statement and, notwithstanding the Companyfiling of such registration statement, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) ifmay, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date thereof, determine not to offer the securities to which such registration statement relates, without liability to the Holder, except that the Company shall pay such expenses as are contemplated to be paid by it under Section 3.5.3 and by the Holder pursuant to Section 3.5.3(d). Provided, that, anything above in this Section 3.5.1 to the contrary notwithstanding, the inclusion of Warrant Shares in any such registration will require the approval of the underwriters, if any, but which approval shall not be unreasonably withheld, and such inclusion shall be conditioned upon the provision by the Holder to the Company of all information regarding the Holder reasonably required to be included in the registration statement filed in connection with such registration, under applicable law and the Company shall determine for any reason not to cause such registration statement to become effective under rules and regulations promulgated by the Securities Act, and Exchange Commission (the Company shall deliver written notice "SEC") pursuant to the Holders and, thereupon, Act. The "piggy-back" registration rights granted hereunder shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(eterminate five (5) shall limit years from the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)date hereof.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (Aa) there is not one or more effective Registration Statements covering all Subject to Section 4.1 of the Registrable Securities and Stockholders Agreement (Bas it may be amended or waived), if after the second (2nd) anniversary of the Effective Date (or earlier if the Company agrees to waive the two-year transfer restriction under the Stockholders Agreement), the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, at each such time, other than in the case of an underwritten secondary offering initiated by a BX Holder, give prompt written notice (or a similar or successor form)which notice shall be given not less than ten (10) with respect Business Days prior to an offering of Common Stock the filing by the Company for its own account or for with the account SEC of any registration statement with respect thereto and shall specify the intended method or methods of its stockholders, it shall at disposition and the number of Securities proposed to be registered) to each such time promptly give written notice to the Holders Holder of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter Holder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering shall inform if the managing underwriter advises the Company by letter in writing (a copy of which shall be provided to each Holder) that, in its belief that opinion, the inclusion of Registrable Securities would be likely to have an adverse impact on the price, timing or distribution of the Securities offered in such offering. Upon the written request of any Holder made within five (5) Business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company offering price or underwriter’s discount is so advised can be sold in determined with the managing underwriter or underwriters; (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to (i) the Holders Starwood Fund Stockholder and (ii) the TPH Stockholders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.2; provided that the anticipated filing date) and, Company shall not be obligated to provide the foregoing notice to the extent permitted under TPH Stockholders or to effect the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the TPH Stockholders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for one or more TPH Stockholders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any TPH Stockholders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the TPH Stockholders are entitled pursuant to this Section 2(d2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at (but without any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (Bobligation to do so) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to including for this purpose a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock effected by the Company for its own account or for holders of capital stock other than the account of Holders) any of its stockholdersstock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, it a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained Holder agreement to enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)selected for such Underwritten Offering.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (x) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but y) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If SCA at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register Common Shares or any shares of Common Stock other equity securities under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Securities Act, for its own account or for the account of any holder of its stockholderssecurities, it shall on a form which would permit registration of Common Shares held by XL Capital and its Subsidiaries ("Registrable Shares") for sale to the public under the Securities Act, or proposes to register any equity securities in a so-called "unallocated" or "universal" shelf registration statement, SCA will at each such time promptly give 30 days written notice to the Holders XL Capital of its intention to do so. XL Capital may by written response delivered to SCA within 10 days after the giving of any such notice request that all or a specified part of the Registrable Shares be included in such registration. Such response shall also specify the intended method of disposition of such Registrable Shares. SCA thereupon will use its reasonable commercial efforts as a part of its filing of such form to effect the registration under the Securities Act of all Registrable Shares which SCA has been so (but in no event less than twenty (20) days before the anticipated filing date) andrequested to register, to the extent permitted under required to permit the provisions of Rule 415 under disposition (in accordance with the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10intended methods thereof as aforesaid) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity Shares so to register such number of shares of Registrable Securities as each such holder may request be registered; provided that if a recognized financial advisor and shall indicate the intended method of distribution of such Registrable Securities. If the managing potential underwriter of any underwritten offering shall inform the Company by letter of its belief advises SCA that the number of Registrable Securities requested shares to be included in a registration pursuant hereto should be limited because the inclusion thereof would adversely affect the market for the Common Shares or such proposed offering, all or a part of the Registrable Shares sought to be included as part of such proposed registration shall be excluded from such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent necessary to comply with such advice. SCA shall be under no obligation to complete any offering of the total number of its securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company it proposes to register make and shall incur no liability for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject failure to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)do so.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if the Company is not obligated to effect such registration involves an underwritten public offering, Underwritten Offering unless the Holders must sell their reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed registered in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Underwritten Offering are at least $[●].

Piggyback Rights. If If, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock (i) file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by equity securities of the Company Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account of stockholders of the, other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (c) for an offering of debt that is convertible into equity securities of the Company or (d) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders of its intention to do so Registrable Securities as soon as practicable (but in no event the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement), which notice shall (1) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (2) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days in the case of filing a Registration Statement and two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering the Registration of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.01 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of its stockholdersdebt that is convertible into equity securities of the Company, it or (iv) for a dividend reinvestment plan, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.02(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.02(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Sections 2.1 and 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan on Form S-8 (or other successor registration statement form thereof), (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for a dividend reinvestment plan, or (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), , then the Company shall at each such time promptly give written notice of such proposed filing to the Holders Holder of its intention Registrable Securities and the holders of other equity securities that the Company is obligated to do so register in a Registration (collectively, the “Other Holders”) as soon as practicable but in no event not less than twenty five (205) days Business Days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a shelf Registration Statement, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to the extent permitted under the provisions Holder of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holder may request in writing within ten five (105) days after receipt of such written notice; provided, that, the Company’s Holder agrees that the fact that such a notice has been delivered shall constitute material non-public confidential information; provided, further, in the case of an “overnight” or “bought” offering, such requests must be made by the Holder within two (2) Business Days after delivery of any such notice by the Company (such Registration a “Piggyback Registration”). Such notice shall offer ; provided, further, that if the holders of Company has been advised in writing by the Registrable Securities managing Underwriter(s) that the opportunity to register such number of shares inclusion of Registrable Securities as each such holder may request for sale for the benefit of the Holder and shall indicate the intended method securities of Other Holders will have an adverse effect on the price, timing, or distribution of such the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities. If Securities or securities of Other Holders can be included in the Underwritten Offering in the opinion of the managing underwriter of any underwritten offering shall inform Underwriter(s), the Company by letter shall not be required to offer such opportunity to such Holder or the Other Holders or (2) if any Registrable Securities or securities of its belief that Other Holders can be included in the number Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities requested to be offered for the accounts the Holder shall be determined based on the provisions of Section 2.3.2. Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities toPiggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriter(s) at managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities requested by the Holder pursuant to this Section 6(e) subsection 2.3.1 to be included in such Piggyback Registration on the same terms and prior to the effective date conditions as any similar securities of the registration statement filed Company included in connection with such registration, Registration and to permit the Company shall determine for any reason not to cause sale or other disposition of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration; providedthe intended method(s) of distribution thereof. The Holder proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary form, however, that nothing contained in this Section 6(e) which form shall limit be reasonably acceptable to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, with the obligation to pay liquidated damages under Section 2(d)Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), it (c) for an offering of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment plan or a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (iii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Initial Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of the Company’s such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.3.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registration by Registration and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject in accordance with the intended method(s) of distribution thereof. All such Holders proposing to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell distribute their Registrable Securities tothrough an Underwritten Offering under this subsection 2.3.1, if subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that filing by the Company shall be responsible of an automatic shelf registration statement for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities offerings pursuant to this Section 6(eRule 415(a) and prior that omits information with respect to the effective date of the registration statement filed in connection with any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such registration, time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall determine trigger the notice and participation rights provided for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d2.3).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the account of shareholders of PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an exchange offer or offering of its stockholderssecurities solely to PubCo’s existing shareholders, it (iv) for an offering of debt that is convertible into equity securities of PubCo, or (v) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to each Special Holder (collectively, the Holders of its intention to do so (“Piggyback Holders”) as soon as practicable but in no event not less than twenty four (204) calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Piggyback Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Piggyback Holders may request in writing within ten three (103) calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Piggyback Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the public through no fault of such Special Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity. Such notice PubCo shall offer the holders of the cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Holders pursuant to this Section 6(d), when added to the number of other securities 2.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Piggyback Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)2.6 below.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of Effective Date, subject to the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will at each such time promptly give prompt written notice (but in any event at least fifteen (15) days prior to filing) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.2. Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Holder made within ten (10) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock registered; provided that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, without prejudice to the rights of Holders to request registration pursuant to Section 2(d2.1 or Section 2.3). Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a registration pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such registration statement or, in the case of an underwritten offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red xxxxxxx” prospectus, if applicable, and the anticipated pricing date.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Sections 2.1 and 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering, the applicable “red xxxxxxx” Prospectus or Prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of such written notice; provided, that, in the Company’s case of an “overnight” or “bought” offering, such requests must be made by the Holders within three (3) Business Days after delivery of any such notice by the Company (such Registration a “Piggyback Registration”). Such notice shall offer ; provided, further, that if the holders of Company has been advised in writing by the Registrable Securities managing Underwriter(s) that the opportunity to register such number of shares inclusion of Registrable Securities as each such holder may request and shall indicate for sale for the intended method benefit of the Holders will have an adverse effect on the price, timing, or distribution of such the Ordinary Shares in, or the probability of success of, an Underwritten Offering, then (1) if no Registrable Securities. If Securities can be included in the Underwritten Offering in the opinion of the managing underwriter of any underwritten offering shall inform Underwriter(s), the Company by letter shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of its belief that the number managing Underwriter(s), then the amount of Registrable Securities requested to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.3.2. Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities toPiggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriter(s) at managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to Registrable Securities requested by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) subsection 2.3.1 to be included in such Piggyback Registration on the same terms and prior to the effective date conditions as any similar securities of the registration statement filed Company included in connection with such registration, Registration and to permit the Company shall determine for any reason not to cause sale or other disposition of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All such registration; providedHolders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary form, however, that nothing contained in this Section 6(e) which form shall limit be reasonably acceptable to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, with the obligation to pay liquidated damages under Section 2(d)Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If If, at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company time, La-Man proposes for any reason to register any of its equity securities under the Securities Act (other than a registration under SEC Form S-8 or a successor form), any registered holder or holders of Options or shares of Common Stock representing not less than 51% of all Registerable Securities shall be entitled, on each such occasion, to have any or all of such Registerable Securities owned by them registered and included in such registration statement subject to the provisions hereof. On each such occasion, La-Man shall give written notice to each holder of its intention to effect such registration. Upon the written request of such holders, given within 15 days after receipt of notice from La-Man, that La-Man include their Registerable Securities in the registration statement (which request shall state the number or amount of Registerable Securities to be disposed of), La-Man will use its reasonable best efforts to cause the Registerable Securities which the holder has requested to be registered under the 1933 Securities Act in connection with such registration to be registered and to be included in the offering covered by the registration statement; provided, however, that La-Man shall not be required to effect registration of any securities which: (other than i) in the reasonable opinion of counsel for La-Man, may be sold publicly without registration under the Securities Act or the registration of which is then prohibited under the Securities Act; or (ii) may be sold publicly pursuant to a Rule 144 promulgated under the Securities Act. If, and to the extent that, in the reasonable judgment of La-Man or the managing underwriter of the proposed offering for which the registration statement on Form S-4 has been or Form S-8 (or a similar or successor form)) with respect is to an be filed, if any, the offering of Common Stock by some or all of the Company for its own account or Securities to be sold for the account of any of its stockholders, it shall at each such time promptly give written notice one or more holders which La-Man has been requested to the Holders of its intention register pursuant to do so (but this Section 6 could unreasonably interfere with or otherwise be disadvantageous in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If proposed offering, La-Man or the managing underwriter underwriter, at its option, may require either that (i) all La-Man equity securities proposed to be sold for the account of any underwritten La-Man be included in the offering shall inform the Company by letter of its belief and that the number of Registrable Securities requested to be included in such registration sold for the account of one or more holders pursuant to this Section 6(d), when added 6 be reduced proportionately to an aggregate number acceptable to La-Man and the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities tomanaging underwriter, if applicable, any; or (ii) the underwriter(s) at offering of Registerable Securities for the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall account of one or more holders be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time postponed until 120 days after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed (in connection with which case La-Man will keep the registration statement current until at least 180 days after the effective date thereof). In any such registrationcase, the Company holders shall determine have the right to withdraw such request for inclusion of any reason not to cause or all of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Registerable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)registration statement.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or rights offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Shelf Takedown, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If Subject to Section 5(c), and except in connection with the IPO (for which this Section 5(a) shall not apply), if the Corporation at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account (a “Corporation Registration”) or for the account of any Stockholder possessing demand rights (including, for the avoidance of its stockholdersdoubt, in connection with an Apollo Registration Demand or Xxxxxx Registration Demand) (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), it shall will at each such time promptly give prompt written notice to the Holders Stockholders of its intention to do so (but in no event less than twenty (20) days before so, including the anticipated filing date) date of the Registration Statement and, to if known, the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief Stock that the number of Registrable Securities requested are proposed to be included in such registration pursuant to Registration Statement, and of the Stockholders’ rights under this Section 6(d), when added to 5. Upon the number written request of other securities to be offered in such registration by a Stockholder (which request shall specify the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the maximum number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), made as promptly as practicable and in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Corporation states in such written notice or gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Corporation, subject to Section 5(c), shall use its commercially reasonable efforts to effect the registration rights owned by each holder requesting inclusion in relation to under the number Securities Act of all Registrable Securities then owned which the Corporation has been so requested to register by all holders requesting inclusion. Notwithstanding the foregoingStockholders; provided, (A) if such registration involves an underwritten public offeringhowever, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Corporation shall determine for any reason not to cause register or to delay registration of such registration statement to become effective under the Securities Actsecurities, the Company Corporation shall deliver give written notice of such determination to the Holders and, thereuponStockholders requesting registration under this Section 5 (which such Stockholders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit registration (but not from any obligation of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Corporation to pay liquidated damages under Section 2(dthe Registration Expenses in connection therewith), 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.

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration 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 shareholders of the Company (or by the Company and by the shareholders of the Company, including an Underwritten Takedown pursuant to Section 2.4), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan or (e) for a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing or offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty fifteen (2015) days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable preliminary “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (x) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such offering, and (y) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer Subject to subsection 2.7.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.7.1 to be offered included in such registration by Piggyback Registration on the Company, would materially adversely affect such offering, then same terms and conditions as any similar securities of the Company shall include included in such registration, Registration and to permit the extent sale or other disposition of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration; provided, however, that nothing contained in this Section 6(ethe intended method(s) shall limit of distribution thereof. In the Company’s liabilities and/or obligations under this Agreement, including, without limitationevent of any Underwritten Offering, the obligation inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to pay liquidated damages under Section 2(d)such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to each Holder that holds Registrable Securities having an aggregate value of at least $1 million the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 S‑4 or Form S-8 (S‑8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration or waiver of the Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under such registration is being effected pursuant to the provisions exercise of Rule 415 under a demand right pursuant to Section 2.2(a), the 1933 Act and SEC GuidanceCompany shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an any offering of Common Stock by the Company its securities for its own account (a “Primary Registration Statement”) or for the account of any Person who holds its securities (other than (i) a registration on Form F-4, S-4 or S-8 or any successor form to such forms, (ii) a registration of its stockholderssecurities solely relating to an offering and sale to employees, it shall at each such time promptly give written notice directors or consultants of the Company pursuant to the Holders any employee stock plan or other employee benefit plan arrangement, (iii) a registration of its intention non-convertible debt securities, or (iv) any registration made pursuant to do so Section 2(a) or Section 2(b) herein) (a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt following the date of filing such registration statement), the Company’s Company shall give written notice (a the “Piggyback RegistrationRegistration Notice”). Such ) of such proposed filing to all Holders of Registrable Securities, and such notice shall offer the holders of the Registrable Securities Holder the opportunity to register such number of shares of Registrable Securities as each such holder Holder may request and in writing, provided that, the Company shall indicate not be required to give a Piggyback Registration Notice in connection with the intended method of distribution of such Registrable Securities. If the managing underwriter filing of any underwritten offering shall inform shelf registration statement if the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration are all already registered for resale on a currently effective Shelf that has been filed pursuant to this Section 6(d2(a) or 2(b) above. Subject to Section 2(d) and Section 2(e), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) registration statement all such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject which are requested to registration rights owned by each holder requesting inclusion in relation be included therein within fifteen (15) days after the Piggyback Registration Notice is given to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Holders.

Piggyback Rights. If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of PubCo or (iv) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten seven (107) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer the holders of the PubCo shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything herein to the number of contrary, a Principal Holder effecting a Block Sale shall provide prompt written notice (but in no event later than twenty-four (24) hours prior to such Block Sale) to PubCo and any other securities Principal Holder setting forth the timeline for such offering to be offered permit participation by any such other Principal Holder in such registration by the Company, would materially adversely affect such offering, then the Company and such other Principal Holder shall include be entitled to participate in such registration, to Block Sale so long as such participation of such other Principal Holder does not materially delay the extent proposed timeline of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Block Sale Number”), securities specified in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)notice.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), it (c) for an offering of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment plan or a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities (excluding the Sponsor with respect to which the Company has received written requests for inclusion therein within Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as applicable) as soon as practicable but not less than ten (10) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of the Company’s such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.3.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registration by Registration and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject in accordance with the intended method(s) of distribution thereof. All such Holders proposing to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell distribute their Registrable Securities tothrough an Underwritten Offering under this subsection 2.3.1, if subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that filing by the Company shall be responsible of an automatic shelf registration statement for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities offerings pursuant to this Section 6(eRule 415(a) and prior that omits information with respect to the effective date of the registration statement filed in connection with any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such registration, time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall determine trigger the notice and participation rights provided for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d2.3).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holders’ rights under this Section 2.2; provided that the anticipated filing date) and, Company shall not be obligated to provide the foregoing notice to the extent permitted under Holders or to effect the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the Holders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for any Holder pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2(d2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a.) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to the Holders of its intention intentions and of such Holders' rights under this Section 2.2; provided that the Company shall not be obligated to do so (but in no event less than twenty (20) days before provide the anticipated filing date) and, foregoing notice to Holders or to effect the extent permitted under the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the Holders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for any Holders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2(d2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect is being effected pursuant to which the exercise of a demand right pursuant to Section 2.2(a), the Company has received shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes or successor form)) with respect any registration statement filed solely to an offering cover issuances of Common Stock by upon exchange of outstanding BPG Subsidiary Shares and OP Units) in a manner which would permit registration of Registrable Securities for sale to the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) time, the Company proposes for any reason to register any shares of Common Stock Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall will, at each such time promptly time, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade or an Other Coordinated Offering (which shall at each such time promptly be subject to Section 2.4), then the Company shall give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty (20) ten days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) business days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time Subject to Section 2.4.3, following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) the Company applicable Lock-Up Period, if Holdco or any Investor proposes for any reason to register any shares of Common Stock conduct a registered offering of, or if Holdco proposes to file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration 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 shareholders of Holdco (or by Holdco and by the shareholders of Holdco including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 or Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of its stockholdersdebt that is convertible into equity securities of Holdco, it (iv) for a dividend reinvestment plan, or (v) a Block Trade or an Other Coordinated Offering (which shall at each such time promptly be subject to Section 2.4), then Holdco shall give written notice of such proposed offering to all of the Holders Investors of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (a) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (b) offer to all of the extent permitted under Investors of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Investors may request in writing within ten five (105) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer the holders of the Subject to Section 2.2.2, Holdco shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Investors pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of Holdco included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Investor’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained Investor’s agreement to enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)selected for such Underwritten Offering.

Piggyback Rights. If (a) In the event that Parent at any time following the date proposes to conduct a registered public underwritten offering of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 for cash, whether or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for account, subject to the account last sentence of any of its stockholdersthis Section 5.3(a), it shall at each such time promptly give prompt written notice (the “Piggyback Notice”) to the Holders each Holder of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) andso, which Piggyback Notice shall specify, to the extent permitted under then known, the provisions number of Rule 415 under shares of Common Stock to be offered; provided that if Parent has not yet determined the 1933 Act number of shares of Common Stock to be offered, the Piggyback Notice may specify a range of Share numbers that Parent is then contemplating and SEC GuidanceParent shall undertake to inform the Holder(s) upon a final determination regarding the size of the offering, include in such registration all Registrable Securities with respect but the initial Piggyback Notice shall be deemed to which constitute adequate notice for purposes of this Agreement. Upon the Company has received written requests for inclusion therein request of a Holder made within ten five (105) days Business Days after receipt of the Company’s notice initial Piggyback Notice by such Holder (a “Piggyback Registration”). Such notice which request shall offer specify the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the Common Stock intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in disposed of by such registration pursuant Holder), subject to the other provisions of this Section 6(d)5, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company Parent shall include in such registration, offering all of the shares of Common Stock held by such Holder which Parent has been so requested to include. Notwithstanding anything to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contrary contained in this Section 6(e) 5.3, Parent shall limit not be required to include any shares of Common Stock held by a Holder in any offering pursuant to any Special Registration or any other form that would not be available for registration of the CompanyHolder’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)shares of Common Stock.

Piggyback Rights. If at any time following Holder proposes to conduct a Shelf Underwriting pursuant to Section 2.3.1 then the date Company shall give written notice of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering such proposed offering to all of the Holders of Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (as soon as practicable but in no event not less than twenty five (205) days before the anticipated filing dateapplicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Offering, which notice shall (a) anddescribe the amount and type of securities to be included in such Underwritten Offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters in such offering, and (b) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.3.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.3.4 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; providedHolder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Shelf Underwriting. For avoidance of doubt, however, that nothing contained in this Section 6(e) 2.3.4 shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation not apply to pay liquidated damages under Section 2(d)a Block Trade or Other Coordinated Offering.

Piggyback Rights. If the Company at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company ---------------- Supplemental Rights Period proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) under the Securities Act with respect to an offering of Shares solely for cash (other than under a shelf Registration Statement filed pursuant to Section 1.1 hereof or a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with a rights offering exclusively to existing holders of Common Stock by Shares or an offering solely to employees of the Company for or its own account subsidiaries or for (iii) relating to a transaction pursuant to Rule 145 of the account Securities Act) the Company shall give written notice of the proposed registration to the Trust not later than thirty (30) days prior to the filing thereof. The Trust shall have the right to request that all or any part of its stockholders, it shall at each such time promptly give the Registrable Shares be included in the registration by giving written notice to the Holders of its intention to do so Company within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after receipt the giving of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained (A) if the registration relates to an -------- ------- underwritten primary offering on behalf of the Company and the managing underwriters of the offering determine in this Section 6(egood faith that the aggregate amount of securities of the Company which the Trust and the Company propose to include in the registration statement exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities which the Company proposes to sell, second, pro rata, the securities of any prior holders of piggyback registration rights, and third, pro rata, the Registrable Shares of the Trust, (B) if the registration is an underwritten secondary registration on behalf of any security holders of the Company (including the Trust) and the managing underwriters determine in good faith that the aggregate amount of securities which the Trust, such security holders and any prior holders of piggyback registration rights propose to include in the registration exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities to be sold for the account of those holders who demanded the registration, second, pro rata, the securities of any prior holders of piggyback registration rights, third, pro rata, the Registrable Shares of the Trust, if the Trust did not exercise its demand registration rights and fourth, pro rata, other securities to be sold for the account of other holders electing to include securities in the registration. (It is understood, however, that the underwriters shall limit have the right to terminate entirely the participation therein of the Trust if the underwriters eliminate entirely the participation in the registration of all the other holders at a parity with the Trust electing to include (but not being entitled to demand inclusion of) securities in the registration because it is not practicable to include such securities in the registration.) If the registration is not an underwritten registration, then all of the Registrable Shares requested to be included in the registration shall be included. Registrable Shares proposed to be registered and sold pursuant to an underwritten offering for the account of the Trust shall be sold to prospective underwriters selected by such holders and approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Trust and any other holders demanding registration and the prospective underwriters. Registrable Shares need not be included in any Registration Statement pursuant to pay liquidated damages this provision if in the opinion of counsel to the Company reasonably acceptable to the Trust (a copy of which opinion is delivered to the Trust) registration under Section 2(d)the Securities Act is not required for public distribution of the Registrable Shares without limitation as to number or volume.

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration 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 shareholders of the Company (or by the Company and by the shareholders of the Company, including an Underwritten Takedown pursuant to Section 2.4), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan or (e) for a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing or offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty fifteen (2015) days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (x) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter (s), if any, in such offering, and (y) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer Subject to subsection 2.7.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use reasonable efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.7.1 to be offered included in such registration by Piggyback Registration on the Company, would materially adversely affect such offering, then same terms and conditions as any similar securities of the Company shall include included in such registration, Registration and to permit the extent sale or other disposition of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained Holder’s agreement to enter into and comply with an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)duly selected for such Underwritten Offering.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), it (c) for an offering of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment plan or a rights offering, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (iii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Sponsor Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of the Company’s such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.3.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registration by Registration and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject in accordance with the intended method(s) of distribution thereof. All such Holders proposing to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell distribute their Registrable Securities tothrough an Underwritten Offering under this subsection 2.3.1, if subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that filing by the Company shall be responsible of an automatic shelf registration statement for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities offerings pursuant to this Section 6(eRule 415(a) and prior that omits information with respect to the effective date of the registration statement filed in connection with any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such registration, time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall determine trigger the notice and participation rights provided for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d2.3).

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all period commencing as of the Registrable Securities end of the Initial Share Holding Period and (B) ending on the ten-year anniversary of the Closing, the Company proposes for any reason to register any shares of Common Stock the Shares under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholders(including pursuant to Section 4.2), it shall will, at each such time promptly time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders’ rights under this Section 4.1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Managing Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Managing Registration Rights Holder and all other Registration Rights Holders who are Permitted Transferees of such Managing Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which each Managing Registration Rights Holder has so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Managing Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, howeverand (ii) if such registration involves an underwritten offering, that nothing contained the Registration Rights Holders of Registrable Securities requesting to be included in the 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 Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e4.1(a) shall limit involves an underwritten Public Offering, any Registration Rights Holder requesting to be included in such registration may elect not to register all or any portion of such securities in connection with such registration; provided that such Registration Rights Holder gives written notice of such withdrawal to any of the Company’s liabilities and/or obligations under this AgreementManaging Registration Rights Holders, including, without limitation, and such Managing Registration Rights Holder delivers such notice to the obligation Company at least ten (10) days prior to pay liquidated damages under Section 2(d)the effective date of the registration statement filed in connection with such registration.

Piggyback Rights. If the Company at any time following after the date Filing Date and prior to the end of this Agreement that the Effectiveness Period proposes to register its Common Shares (or any security which is convertible into or exchangeable or exercisable for Common Shares) under a non-underwritten resale registration statement under the Securities Act, and the Investor’ Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect then subject to an offering of Common Stock by the Company for its own account or for the account of any of its stockholderseffective resale registration statement, it shall will, at each such time promptly time, give prompt written notice to the Holders Investor of its intention to do so, and Investor shall have the right, upon the written request of such Investor made within twenty days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Investor) to have its Registrable Securities offered in such registration statement. The Company will use its best efforts to effect such registration under the Securities Act of all Registrable Securities that the Company has been so (but in no event less than twenty (20) days before the anticipated filing date) andrequested to register by such Investor, to the extent permitted under requisite to permit the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders disposition of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested so to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock registered; provided that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; providedregistration (but not from (a) its other obligations included herein, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, including the obligation to register the Registrable Securities, or (b) to pay liquidated damages under Section 2(dany expenses of registration incurred therewith).

Piggyback Rights. If and when IIBM shall file a registration statement with the SEC under the Securities Act of 1933 (the "Act") for the sale of any of the securities of IIBM, prior to five years from the date hereof, on a form prescribed by the Act which is appropriate for registration for sale of any of the following securities of IIBM (the "Registerable Securities") held by a Funding Party who is the registered holder of such securities as of the date for the proposed filing of the registration statement by IIBM to wit: Class "A" Warrants and the shares of Common Stock underlying the Warrants Class "B" Warrants and the shares of Common Stock underlying the Warrants Shares of Common Stock acquired by a Funding Party on exercise of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of an IIBM Note then IIBM shall give written notice thereof to the holders of the Registerable Securities prior to such filing, and the holders of the Registerable Securities shall have the right to request to have included therein such number of the Registerable Securities as shall be specified in such request, provided, however, that the inclusion of such shares shall not unreasonably interfere with IIBM's registration of its shares and that in no event shall IIBM be obligated (i) to file such registration statement at any time other than during the period ending five years following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 Agreement, or (Aii) there is not one or more effective Registration Statements covering all of to keep the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) prospectus with respect to an offering the Registerable Securities current for any period extending beyond five years from the date of Common Stock by the Company this agreement. If a Funding Party does not make a request for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) twenty days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice from IIBM, IIBM shall offer the holders of the Registrable have no obligation to include any such Registerable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible intostatement, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to in any future registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)statement.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor earlier, if a Holder exercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or earlier, if a Holder exercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Holder made within ten (10) 15 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d)registered; provided, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following prioritythat: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (i) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any of its warrants, Common Stock or any other shares of Common Stock common stock of the Company under the 1933 Securities Act (other than pursuant to a registration statement (A) on Form S-8 or S-4 or Form S-8 any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a similar direct or successor form)) indirect acquisition by the Company of another Person or any transaction with respect to an offering of Common Stock by which Rule 145 (or any successor provision) under the Company Securities Act applies), whether or not for sale for its own account or for the account of any of its stockholdersaccount, it shall at will each such time promptly time, give prompt written notice at least 20 days prior to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing datedate of the registration statement relating to such registration to each Holder, which notice shall set forth such Holder's rights under this Section 2(A) and, and shall offer such Holder the opportunity to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register statement such number of shares of Registrable Securities as each such holder Holder may request. Upon the written request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform Holder made within 10 days after the receipt of notice from the Company by letter of its belief that (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration register by the Company, would materially adversely affect such offering, then the Company shall include in such registrationeach Holder, to the extent requisite to permit the disposition of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject so to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoingbe registered; provided, however, that (A) if such registration involves an underwritten public offeringa Public Offering, the Holders each Holder must sell their its Registrable Securities to, if applicable, to any underwriters selected by the underwriter(s) at Company with the consent of such Holder on the same price terms and subject to the same underwriting discounts and commissions that conditions as apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 2 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 cause register such registration statement to become effective under the Securities ActRegistrable Securities, the Company shall deliver give written notice to the Holders each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty eight (20) days 8) Trading Days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If If, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) hereof, the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities of the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one PubCo proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Equity Securities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of PubCo, (iv) for a dividend reinvestment plan or (v) for any Underwritten Shelf Takedown, then PubCo shall at each such time promptly give written notice of such proposed offering to the all Special Holders of its intention to do so (as soon as practicable but in no event not less than twenty three (203) days Business Days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Special Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Special Holders may request in writing within ten five (105) days Business Days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Special Holder agrees with PubCo that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 3.3. Such notice PubCo shall offer the holders of the cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 6(d), when added to the number of other securities 4.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Special Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)4.6 below.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of its stockholderssecurities solely to the Company’s existing shareholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for a rights offering or (f) filed pursuant to subsection 2.1.1, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, or, in the case of a Shelf Underwritten Offering, the applicable preliminary “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to subsection 2.3.2, the holders of the Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested foregoing sentence to be included in such registration Piggyback Registration and shall use reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.3.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registration by Registration and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject in accordance with the intended method(s) of distribution thereof. All such Holders proposing to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell distribute their Registrable Securities tothrough an Underwritten Offering under this subsection 2.3.1, if applicablesubject to Section 3.3 and Article IV, shall enter into and comply with an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. For purposes of this Section 2.3, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that filing by the Company shall be responsible of an automatic shelf registration statement for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities offerings pursuant to this Section 6(eRule 415(a) and prior that omits information with respect to the effective date of the registration statement filed in connection with any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such registration, time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall determine trigger the notice and participation rights provided for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d2.3).

Piggyback Rights. If at (but without any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (Bobligation to do so) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to including for this purpose a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock effected by the Company for its own account holders of capital stock other than the Holders), or for the account of a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, any of its stockholdersstock under the Securities Act in connection with the public offering of such securities solely for cash, it or any of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so Registrable Securities (collectively, the “Piggyback Holders”) as soon as practicable but in no event not less than twenty six (206) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Piggyback Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Piggyback Holders may request in writing within ten four (104) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained Piggyback Holder’s agreement to enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)selected for such Underwritten Offering.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to i) file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) Registration Statement with respect to an offering the Registration of Common Stock by equity securities of the Company Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration Statement (A) filed in connection with any employee stock option or other benefit plan, (B) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (D) for an offering of debt that is convertible into equity securities of the Company, (E) for a dividend reinvestment plan or (F) that is filed to effect a Shelf Registration on Form S-3 for a primary offering by the Company; provided, that the Company makes no offering of securities pursuant to such Registration Statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company (other than pursuant to the terms of this Agreement), then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders of its intention to do so as soon as practicable (but in no event the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement), which notice shall (x) anddescribe the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the extent permitted under Holders the provisions opportunity to register the sale of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten (10a) five (5) days in the case of filing a Registration Statement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering under this subsection 2.2.1 by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes or successor form)) with respect any registration statement filed solely to an offering cover issuances of Common Stock by upon exchange of outstanding Subsidiary Interests) in a manner which would permit registration of Registrable Securities for sale to the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Holder made within ten (10) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, any Holder may elect to withdraw all or part of its Registrable Securities from such registration statement by giving written notice to the Company of such request to withdraw within three (3) Business Days after receipt of written notice that the effective date of such registration statement is anticipated to be within five (5) Business Days.

Piggyback Rights. If at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Closing the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Sections 2.1 and 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, or, in the case of an Underwritten Offering, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of such written notice; provided, that, in the Company’s case of an “overnight” or “bought” offering, such requests must be made by the Holders within three (3) Business Days after delivery of any such notice by the Company (such Registration a “Piggyback Registration”). Such notice shall offer ; provided, further, that if the holders of Company has been advised in writing by the Registrable Securities managing Underwriter(s) that the opportunity to register such number of shares inclusion of Registrable Securities as each such holder may request and shall indicate for sale for the intended method benefit of the Holders will have an adverse effect on the price, timing, or distribution of such the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities. If Securities can be included in the Underwritten Offering in the opinion of the managing underwriter of any underwritten offering shall inform Underwriter(s), the Company by letter shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of its belief that the number managing Underwriter(s), then the amount of Registrable Securities requested to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.3.2. Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities toPiggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriter(s) at managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to Registrable Securities requested by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) subsection 2.3.1 to be included in such Piggyback Registration on the same terms and prior to the effective date conditions as any similar securities of the registration statement filed Company included in connection with such registration, Registration and to permit the Company shall determine for any reason not to cause sale or other disposition of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All such registration; providedHolders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary form, however, that nothing contained in this Section 6(e) which form shall limit be reasonably acceptable to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, with the obligation to pay liquidated damages under Section 2(d)Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If at any time following after the date one year anniversary of this Agreement that the Company proposes to register (whether in a primary offering pursuant to which the Company is selling securities or in a registration effected by the Company for its stockholders other than the Holders) any Registrable of its stock or other securities under the Securities remain outstanding Act in connection with the public offering of such securities (other than an Unrelated Registration Statement), and are not freely tradable under Rule 144 (A) at such time there is not one or more an effective Registration Statements Statement covering all of the Registrable Securities and (B) then held by the Holders, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersshall, it shall at each such time time, promptly give the Holders written notice to of such registration. Upon the written request of the Holders of its intention to do so (but in no event less than given within twenty (20) calendar days before after mailing of such notice by the anticipated filing date) andCompany, the Company shall cause to the extent permitted be registered under the provisions of Rule 415 under the 1933 Securities Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities that the opportunity Holders have requested to register such be registered; provided that if the total number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of securities, including Registrable Securities requested to be included by the Holders in such registration pursuant to this Section 6(d)offering, when added to exceeds the number amount of other securities to be offered sold that the underwriters determine in such registration by their reasonable discretion is compatible with the Company, would materially adversely affect such success of the offering, then the Company shall be required to include in the offering only that amount of securities, including Registrable Securities, which the underwriters determine will not jeopardize the success of the offering; provided that the number of Registrable Securities, XXX Registrable Securities and VLL Registrable Securities to be included in such registration, to the extent offering shall in no event be less than twenty-five percent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) secondoffering. The Holders, the Holders holders of XXX Registrable Securities and the holders of VLL Registrable Securities shall share such portion of the Company’s offering allocated to selling stockholders on a pro rata basis based on the number upon their relative ownership of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)outstanding stock carrying piggyback registration rights.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect is being effected pursuant to which the exercise of a demand right pursuant to Section 2.2(a), the Company has received shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any shareholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act Statement (other than pursuant to in connection with an exchange offer or a registration statement Registration Statement on Form S-4 or Form S-8 (or a similar any successor form to such forms or successor form)other form of Registration Statement that would not permit registration of the Registrable Shares for sale to the public) under the Securities Act with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of Shares or any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities security convertible into, into or exchangeable or exercisable forfor Company Shares, Common Stock that the Company proposes to register whether or not for sale for its own account; and (y) second, the Holders on a pro rata basis based on form and in a manner which would permit the number registration of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation Shares for sale to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver give written notice of the proposed registration to the Holders andholders of Registrable Shares not later than the earlier to occur of (i) the fifth day following receipt by the Company of notice of exercise of any demand registration rights or (ii) thirty (30) days prior to the filing thereof. The holders of Registrable Shares shall have the right to request that all or any part of the Registrable Shares be included in the registration by giving written notice (a "Piggyback Registration Notice") to the Company within fifteen (15) days after the giving of the notice by the Company; PROVIDED, thereuponHOWEVER, shall that (A) if the registration relates to an underwritten primary offering on behalf of the Company and the managing underwriters of the offering determine in good faith that the aggregate amount of securities of the Company which those holders and the Company propose to include in the Registration Statement exceeds the maximum amount of securities that could practicably be relieved included therein, the Company will include in the registration, first, the securities which the Company proposes to sell, second, pro rata, any securities of its obligation any existing holders of other piggyback registration rights and the Registrable Shares of the Investors, and third, the securities of any subsequent holders of other piggyback registration rights, and (B) if the registration is an underwritten secondary registration on behalf of any of the other security holders of the Company and the managing underwriters determine in good faith that the aggregate amount of securities which the holders of Registrable Shares and such security holders propose to register include in the registration exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities to be sold for the account of any other holders entitled to demand registration, second, the Registrable Securities Shares of the Investors and third, other securities to be sold for the account of other holders electing to include (but not being entitled to demand inclusion of) securities in connection with such the registration; provided. (It is understood, however, that nothing contained the underwriters shall have the right to terminate entirely the participation therein of the holders of Registrable Shares if the underwriters eliminate entirely the participation in this Section 6(ethe registration of all the other holders electing to include (but not be entitled to demand inclusion of) securities in the registration). If the registration is not an underwritten registration, then all of the Registrable Shares requested to be included in the registration shall limit be included. Registrable Shares proposed to be registered and sold pursuant to an underwritten offering for the account of the holders of Registrable Shares shall be sold to prospective 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’s liabilities and/or obligations under this Agreement, includingthe holders of Registrable Shares and any other holders demanding registration and the prospective underwriters. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone the offering of securities, without limitation, obligation or liability to the obligation holders of Registrable Shares. Registrable Shares need not be included in any Registration Statement pursuant to pay liquidated damages this provision if in the opinion of counsel to the Company reasonably acceptable to the holders of Registrable Shares registration under Section 2(d)the Securities Act is not required for public distribution of the Registrable Shares.

Piggyback Rights. If at New PubCo proposes to (but without any time following obligation to do so) register (including for this purpose a registration effected by New PubCo for holders of Ordinary Shares other than the date Holders) any of this Agreement that its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a New PubCo stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering Securities), then New PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (as soon as practicable but in no event not less than twenty ten (2010) calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer the holders of the Subject to Section 2.2.2, New PubCo shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added 2.2.1 to be included therein on the same terms and conditions as any similar securities of New PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) secondcontrary, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration shall have no rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to under this Section 6(e) and prior to the effective date of 2.2.1 if the registration statement filed in connection with such registration, the Company shall determine New PubCo proposes to file is solely for any reason not purposes of a delayed or continuous offering pursuant to cause such registration statement to become effective Rule 415 under the Securities Act, the Company shall deliver written notice to the Holders Act and, thereuponat the time of the filing of such registration statement, shall be relieved of New PubCo is in compliance with its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)2.1.

Piggyback Rights. If (a) Each time the Company is planning to file a registration statement under the Securities Act in connection with the sale of Common Stock by (i) the Company (other than in connection with a registration statement on Forms S-4 or S-8 or any similar or successor form) or (ii) WMC Holding (the Company or WMC Holding in such case, the "Initiating Party"), the Company will give prompt written notice thereof to Glenayre and its Permitted Transferees at any time following least 20 Business Days prior to the anticipated filing date of this Agreement that such registration statement. Upon the written request of Glenayre and any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all Permitted Transferee made within 10 Business Days after the receipt of any such notice from the Company, which request will specify the Registrable Securities and (B) the Company proposes for such securities, together with any reason to register any other shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration statement by any other Person pursuant to this Section 6(d)similar registration rights, when added to the number of other securities "Piggy-Back Shares") intended to be offered disposed of by Glenayre or such Permitted Transferee in such registration by the Company, would materially adversely affect such offering, then the Company shall include in will use reasonable efforts to effect the registration under the Securities Act of all Piggy-Back Shares which the Company has been so requested to register by Glenayre or such registration, Permitted Transferee to the extent required to permit the disposition of the total number of securities which the Company is Piggy-Back Shares so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”)registered; provided, securities in the following priority: that (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine any Initiating Party determines for any reason not to cause such registration statement to become effective under proceed with the Securities Actproposed registration, the Company shall deliver may at its election give written notice of such determination to the Holders and, thereupon, shall each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Registrable Securities Piggy-Back Shares in connection with such registration; provided, however(y) if such registration involves an underwritten offering, that nothing contained in this Section 6(eeach such holder must sell its shares to the underwriters on the same terms and conditions as apply to the Initiating Parties and (z) the Company shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the have no obligation to pay liquidated damages under Section 2(dregister Class B Common Stock and may instead cause all such shares of Class B Common Stock that are Piggy-Back Shares to be converted into or exchanged for an equal number of shares of Class A Common Stock immediately prior to such registration (after giving effect to any adjustment that may be necessary or appropriate as a result of any conversion or exercise of any warrant, right, option or other convertible security issuable in respect of Class A Common Stock or Class B Common Stock or as a dividend or other distribution with respect to, or in exchange for, or in replacement of, or by way of a stock split of, such Common Stock).

Piggyback Rights. If Nasdaq at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company Date hereof proposes for any reason to register any shares of its Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholdersaccount, it shall will, at each such time promptly time, give prompt written notice to the all Holders of Registrable Securities of its intention to do so (but in no event less than twenty (20) days before and of such Holders’ rights under this Article II. Subject to Section 2.8, upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in any such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein Holder made within ten (10) days after the receipt of the Company’s any such notice (a “Piggyback Registration”which request shall specify the Registrable Securities intended to be disposed of by such Holder). Such notice shall offer , Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the holders registration under the Securities Act of all Registrable Securities (in the form of Common Stock) which Nasdaq has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested so to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Nasdaq shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver Nasdaq may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in Nasdaq’s registration must sell their Registrable Securities to the underwriters selected by Nasdaq on the same terms and conditions as apply to Nasdaq, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(d)2.2 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration or waiver of the Lockup Period (or if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under such registration is being effected pursuant to the provisions exercise of Rule 415 under a demand right pursuant to Section 2.2(a), the 1933 Act and SEC GuidanceCompany shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than If, pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for Registration Rights Agreement, the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company Registering Entity proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at sale any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Actequity securities, the Company shall deliver written notice (the “LLC Piggyback Notice”) to each of the Members regarding such proposed registration (such LLC Piggyback Notice to include the number of equity securities that the Registering Entity proposes to register in such registration (the “Incidental Holdings Shares”). Such LLC Piggyback Notice shall set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices) and the anticipated filing date of the registration statement. Within 5 Business Days of such Members’ receipt of the LLC Piggyback Notice, if the Piggyback Investors determine to exercise, on behalf of the Company, the “piggyback rights” in whole or in part, then the Piggyback Investors shall deliver a joint written instruction (the “Piggyback Response Instruction”) to the Holders andCompany stating that such Piggyback Investors have elected to exercise the “piggyback rights” on behalf of the Company, thereuponsuch notice to include (x) the amount of LLC Owned Shares that such Piggyback Investors have elected to include in such “piggyback” registration plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Piggyback Investors electing to exercise the “piggyback rights” on behalf of the Company) and (2) the Individual Demand Percentage applicable to such registration as set forth in the Piggyback Response Instruction. Upon receipt by the Company of a Piggyback Response Instruction, the Company shall promptly (i) deliver a written notice to each other Member regarding such proposed registration (such notice to include the amount of LLC Owned Shares that the Piggyback Investors have elected to include in such “piggyback” registration, and the corresponding number of LLC Owned Shares relating to each other Member which will be relieved of its obligation included in such “piggyback” registration (the “Individual Piggyback Shares”)) and (ii) deliver a notice to the Registering Entity, which shall include the request to register and sell publicly the aggregate number of LLC Owned Shares indicated in the Piggyback Response Instruction and the aggregate number of LLC Owned Shares relating to each other Member which will be included in such “piggyback” registration. The Company shall distribute the proceeds of the sale of any Registrable Securities Individual Piggyback Shares that are included in connection such “piggyback” registration to the Members in accordance with Article IX. The Members acknowledge and agree that any cutbacks or other restrictions on any “piggyback” registration under the Registration Rights Agreement will affect each of the Members on a pro rata basis (based on the number of Individual Attributable Common Shares then related to each such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(dMember).

Piggyback Rights. If at any time following the date Endo LLC, pursuant to that certain Registration Rights agreement, dated as of this Agreement that any Registrable Securities remain outstanding July 17, 2000, by and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) between the Company proposes for any reason to and Endo LLC, demands that the Company register any of its shares of Common Stock or any other of its common equity securities under the 1933 Act for sale for cash to the public under the Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form“Demand Registration”)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall then Endo LLC will at each such time promptly make reasonable efforts to give prompt written notice to the Holders each Offeree of its intention to do so (but in no event less than twenty (20the Piggyback Notice”) and of the rights of such Offeree under this Section 5.6(b), 5 business days before after the anticipated Company’s filing date) and, of the registration statement relating to the extent permitted Demand Registration. In such Piggyback Notice, Endo LLC shall waive any transfer restrictions under Section 1.1 hereof with respect to the provisions Offerees’ shares of Rule 415 under Common Stock solely in connection with the 1933 Act and SEC GuidanceDemand Registration. Furthermore, such Piggyback Notice shall offer each such Offeree the opportunity to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register statement such number of shares of Registrable Securities Common Stock as each such holder Offeree may request, in accordance with this Section 5.6(b). Upon the written request of an Offeree made within 10 days after the receipt of a Piggyback Notice (which request shall specify the number of shares of Common Stock intended to be disposed of and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform disposition thereof), Endo LLC will use its best efforts to cause the Company to effect, in connection with the registration of the securities held by letter Endo LLC (the “LLC Shares”), the registration of its belief that all of the number of Registrable Securities Shares requested to be included in such registration pursuant to this Section 6(dby all of the Offerees (collectively, the “Offeree Shares”), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent required to permit the disposition (in accordance with such intended methods of the total number disposition) of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all shares of Common Stock or securities convertible intoso requested to be registered, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).provided that:

Piggyback Rights. If at Subject to Section 2.4.3, if any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for the account of one or more stockholders of the Company (or by one or more stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of its stockholdersdebt that is convertible into equity securities of the Company, it (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the date of the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration by registered offering and to permit the Companysale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. For the avoidance of doubt, would materially adversely affect such offering, then the Company Piggyback Registration shall include in such registration, to the extent of the total number of securities which the Company is so advised can not be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that available where the Company proposes to register for its own account; and (y) secondconduct a registered offering of, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) or if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject proposes to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective file a Registration Statement under the Securities ActAct solely with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, to be issued by the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)on a primary basis.

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all period commencing as of the Registrable Securities end of the Initial Share Holding Period and (B) ending on the ten-year anniversary of the Closing, the Company proposes for any reason to register any shares of Common Stock the Shares under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholders(including pursuant to Section 4.2), it shall will, at each such time promptly time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders' rights under this Section 4.1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Managing Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Managing Registration Rights Holder and all other Registration Rights Holders who are Permitted Transferees of such Managing Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which each Managing Registration Rights Holder has so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Managing Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, howeverand (ii) if such registration involves an underwritten offering, that nothing contained the Registration Rights Holders of Registrable Securities requesting to be included in the 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 Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e4.1(a) shall limit involves an underwritten Public Offering, any Registration Rights Holder requesting to be included in such registration may elect not to register all or any portion of such securities in connection with such registration; provided that such Registration Rights Holder gives written notice of such withdrawal to any of the Company’s liabilities and/or obligations under this AgreementManaging Registration Rights Holders, including, without limitation, and such Managing Registration Rights Holder delivers such notice to the obligation Company at least ten (10) days prior to pay liquidated damages under Section 2(d)the effective date of the registration statement filed in connection with such registration.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities toPiggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriter(s) at managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to Registrable Securities requested by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) subsection 2.2.1 to be included in a Piggyback Registration on the same terms and prior to the effective date conditions as any similar securities of the registration statement filed Company included in connection with such registration, Registration and to permit the Company shall determine for any reason not to cause sale or other disposition of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All such registration; provided, however, that nothing contained Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in this Section 6(ecustomary form with the Underwriter(s) shall limit selected for such Underwritten Offering by the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Special Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Equity Securities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it or (iii) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to the all Special Holders of its intention to do so (as soon as practicable but in no event not less than twenty (20) four calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Special Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Special Holders may request in writing within ten (10) three calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.4. Such notice PubCo shall offer the holders of the cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 6(d), when added to the number of other securities 3.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Special Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)3.6 below.