Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If at any time following the Company date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or any Holder proposes to conduct a registered offering of, or if more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to file a Registration Statement register any shares of Common Stock under the Securities 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, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of Common Stock by the Company for its own account, for a Demanding Holder account or for the account of shareholders 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 (or by the Company and by the shareholders 10) days after receipt 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 securities solely to the Company’s existing shareholdersnotice (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), (iv) for an offering when added to the number of debt that is convertible into Equity Securities of other securities to be offered in such registration by 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 planwould materially adversely affect such offering, then the Company shall give written notice of include in such proposed offering registration, to all 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 as soon as practicable but not less than ten (10) Business Days before subject to registration rights owned by each holder requesting inclusion in relation to the anticipated filing date number of such Registration Statement orRegistrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in if such registration involves an underwritten public 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 UnderwritersHolders must sell their Registrable Securities to, if anyapplicable, 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) offer if, at any time after giving written notice of its intention to all 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 the opportunity to include in connection with such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), registration; provided, however, that if nothing contained in this Section 6(e) shall limit the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the priceCompany’s liabilities and/or obligations under this Agreement, timingincluding, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)without limitation, the Company shall not be required obligation to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(spay liquidated damages under Section 2(d), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. (i) If the Company PubCo or any Special Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, Securities of PubCo or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof3.1), 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 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 securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) 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 principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days four calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) three calendar days after receipt of 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”). (ii) Subject to Section 3.2(b), provided, however, that if the Company has been advised in writing PubCo shall cause all Registrable Securities requested by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering in to permit the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can requested by the Holders pursuant to this Section 3.2(a) to be included in a Piggyback Registration on the Underwritten Offering same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the opinion sale or other disposition of the managing Underwriter(s), then the amount of such Registrable Securities to be offered for in accordance with the accounts intended method(s) of Holders distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Holder’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If the Company or Partnership (a) shall at any Holder proposes to conduct a registered offering of, or if the Company proposes time propose to file a Registration Statement registration statement under the Securities Act with respect to for an offering of, Equity Securities, or of equity securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company Partnership for cash (or by the Company and by the shareholders of the Company including, without limitation, the Qualified Initial Public Offering but excluding an Underwritten Shelf Takedown offering relating solely to an employee benefit plan or to a reorganization, combination or merger involving the Partnership) or (b) shall at any time be required to file a registration statement pursuant to Section 3.1 hereof)10.1 or Section 10.2, the Partnership shall provide notice to all Holders in writing at least 15 days prior to the filing date (the “Piggyback Notice”) of its intention to file such registration statement and shall use all reasonable efforts to include such number or amount of securities held by each Holder (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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, demanding Holder in the case of an underwritten offering a registration statement required pursuant to a Shelf Registration, the launch date of such offering, which notice shall (ASection 10.1 or Section 10.2) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities registration statement as such Holders may Holder shall request in writing within five ten (510) days after receipt of such written notice (unless the Piggyback Notice; provided, that the 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 Securities Act. If the proposed or required offering shall be an underwritten offering, then, if the managing underwriter or managing underwriters of such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if advise the Company has been advised Partnership and the Holders in writing by the managing Underwriter(s) that in their opinion the inclusion of Registrable Securities for sale for the benefit all or some of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can Limited Partnership Interests proposed to be included in the Underwritten Offering offering would adversely and materially affect the success of the offering, the Partnership shall include in such offering only that number or amount, if any, of securities that, in the opinion of the managing Underwriter(sunderwriter or managing underwriters, will not so adversely and materially affect the offering; provided, however, that (i) in the case of any offering proposed by the Partnership pursuant to this Section 10.3(a), the Company shall not be required to offer such opportunity to such Holders number or (2) if any Registrable Securities can amount of Limited Partnership Interests that will be included in such offering shall be allocated first to the Underwritten Offering Partnership, second to the Holders that have requested to participate in the opinion of the managing Underwriter(s)offering pursuant to this Section 10.3, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined 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 be allocated first to the demanding 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 and accounting fees, reasonable 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 reimbursement 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 applicable provisions of subsection 3.2thereof.

Piggyback Rights. If Subject to Section 7, at any time and from time to time after 40 days following the Company or any Holder proposes to conduct a registered offering ofClosing Date, or if the Company proposes to (A) file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, Securities of the Company or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of the Company (other than a form not available for registering the resale of the Registrable Securities to the public), for its own account, for a Demanding Holder account or for the account of shareholders a Stockholder of the Company that is not a party to this Agreement, or (or by the Company and by the shareholders B) conduct an offering of Equity Securities 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 securities or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (obligations exercisable or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act exchangeable for or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, for its own account or for the account of a Stockholder that is not a party to this Agreement (vsuch offering referred to in clause (A) 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 B), a dividend reinvestment plan“Piggyback Offering”), then the Company shall promptly give written notice (the “Piggyback Notice”) of such proposed offering Piggyback Offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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 Rights Parties. The Piggyback Notice shall (A) describe include the amount and type of securities to be included in such offering, the intended method(s) expected date of distribution, a good faith estimate commencement of the proposed maximum offering price of such securities, marketing efforts and the name of the any proposed managing Underwriter or Underwriters, if any, in such offering, underwriter and (B) shall offer to all of the Holders of Registrable Securities Registration Rights Parties the opportunity to include in such registered offering Piggyback Offering such number amount of Registrable Securities as such Holders each Registration Rights Party may request request. Subject to Section 2(c)(ii) and Section 2(c)(iv), the Company will include in writing each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) ten 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 notice (unless 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 is an overnight or bought Underwritten and sale of the Registrable Securities requested to be offered. All Registration Rights Parties proposing to distribute their securities through a Piggyback Offering, then one (1) dayas a condition for inclusion of their Registrable Securities therein, in each case) (shall agree to enter into an underwriting agreement with the Underwriters for such registered offering, a “Piggyback Registration”), Offering; provided, however, that if the Company has been advised underwriting agreement is in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2customary form.

Piggyback Rights. If If, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities of the Company, for its own account, for a Demanding Holder account or for the account of shareholders stockholders 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)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) 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), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities 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, Company or (vid) 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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement), which notice shall (A1) describe the amount and type of securities to be included in such offeringincluded, 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 (B2) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt in the case of such written notice 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) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion sale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or of Ordinary Shares (including equity securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, Ordinary Shares), for its own account, for a Demanding Holder account 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)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant to a Registration Statement on Form S-4 F-4 or Form S-8 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iiic) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivd) for an offering of debt that is convertible into Equity Securities 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 (vie) for a dividend reinvestment planplan 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 give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable (but not less than ten (10) Business Days before days prior to the anticipated filing date by the Company with the Commission of such any Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringwith respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), a good faith estimate of the proposed maximum offering price date of filing of such securities, 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 (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, howevercause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters, that if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised or Company shareholder(s) for whose account the Registration Statement is to be filed included in writing such 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 managing Underwriter(sCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.2, 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 not trigger any notification or participation rights hereunder until such time as the inclusion Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sthis Section 2.2), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. (a) If at any time following the Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by the Company and by the shareholders of the Company includingLockup Period, without limitation, an Underwritten Shelf Takedown pursuant give prompt written notice to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) the Starwood Fund Stockholder and (ii) the TPH Stockholders of its intention to do so and of such Holder’s rights under this Section 2.2; provided that the Company shall not be obligated to provide the foregoing notice to the TPH Stockholders or to effect the registration of Registrable Securities of the TPH Stockholders pursuant to this Section 2.2 if the Company has 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 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses 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 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of such Registration Statement orCompany, 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. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c) If a registration pursuant to this Section 2.2 involves an underwritten offering pursuant to a Shelf Registrationand the managing underwriter advises the Company in writing that, in its opinion, the launch date number of such offering, which notice shall (A) describe the amount Registrable Securities and type of securities other Securities requested to be included in such offering, registration exceeds 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, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities offered in an Underwritten Offeringsuch offering, then (1) if no Registrable the number of Securities can to be included in such registration shall be allocated in the Underwritten Offering following order of priority: (i) first, 100% of the Securities the Company proposes to sell, if any; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing Underwriter(s)underwriter, can be sold without having the Company adverse effect referred to above, which number of Registrable Securities shall not be required to offer such opportunity to allocated pro rata among such Holders or (2) if any on the basis of the relative number of Registrable Securities can requested to be included in such registration statement; and (iii) third, all other Securities of the Underwritten Offering Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing Underwriter(s)underwriter, then can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that if the Starwood Fund Stockholder has requested that its Registrable Securities be offered for the accounts of Holders registered pursuant to this Section 2.2 such investment banker or bankers and managers shall be determined based on reasonably satisfactory to the provisions Starwood Fund Stockholder. For the avoidance of subsection 3.2doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder’s Registrable Securities sold by the underwriters in such underwritten offering.

Piggyback Rights. (i) If the Company or any Demanding Holder (as defined in the Investor Rights Agreement) proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, Securities of Company or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of Company, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereofCompany), 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 securities solely to the Company’s existing shareholdersstockholders, (iviii) 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 (viiv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities Investor as soon as practicable but not less than ten (10) Business Days four calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities Investor the opportunity to include in such registered offering such number of Registrable Securities as such Holders Investor may request in writing within five (5) three calendar days after receipt of 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”). (ii) Subject to Section 3.2(b), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of shall cause all Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can requested by Investor to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering in to permit the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can requested by Investor pursuant to this Section 3.2(a) to be included in a Piggyback Registration on the Underwritten Offering same terms and conditions as any similar securities of Company included in such registered offering and to permit the opinion sale or other disposition of the managing Underwriter(s), then the amount of such Registrable Securities to be offered for in accordance with the accounts intended method(s) of Holders distribution thereof. The inclusion of Investor’s Registrable Securities in a Piggyback Registration shall be determined based on subject to Investor’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities stockholders 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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion resale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company.

Piggyback Rights. If (a) Subject to Section 4.1 of the Stockholders Agreement (as it may be amended or waived), if after the second (2nd) anniversary of the Effective Date (or earlier if the Company or any Holder proposes agrees to conduct a registered offering ofwaive the two-year transfer restriction under the Stockholders Agreement), or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit shall, for its own 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)at each such time, other than in the case of an underwritten secondary offering initiated by a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planBX Holder, (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 securities solely to the Company’s existing shareholders, (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 give prompt written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but (which notice shall be given not less than ten (10) Business Days before prior to the anticipated filing date by the Company with the SEC of any registration statement with respect thereto and shall specify the intended method or methods of disposition and the number of Securities proposed to be registered) to each Holder of its intention to do so and of such Registration Statement orHolder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering if the managing underwriter advises the Company in writing (a copy of which shall be provided to each Holder) that, in its 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 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters; (ii) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses 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 2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type each Holder of securities Registrable Securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 SCA at any time proposes to register Common Shares or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement other equity securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesAct, for its own account, for a Demanding Holder account or for the account of shareholders any holder of its securities, 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 such time give 30 days written notice to 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 Company (or by Registrable Shares be included in such registration. Such response shall also specify the Company and by 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 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 registration under the Securities Act or any successor rule thereto)of all Registrable Shares which SCA has been so requested to register, (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, extent required to permit the disposition (ivin accordance with the intended methods thereof as aforesaid) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at Registrable Shares so to be registered; provided that if a recognized financial advisor and potential underwriter advises SCA that 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 give written notice number of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe the amount and type of securities 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, the intended method(s) of distribution, all or a good faith estimate part of the proposed maximum offering price Registrable Shares sought to be included as part 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders registration shall be determined based on excluded from such registration to the provisions extent necessary to comply with such advice. SCA shall be under no obligation to complete any offering of subsection 3.2its securities it proposes to make and shall incur no liability for its failure to do so.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if one year anniversary of this Agreement the Company proposes to file register (whether in a Registration Statement 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 of its stock or other securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 the public offering of such securities (other benefit planthan an Unrelated Registration Statement), (ii) pursuant to a and at such time there is not an effective Registration Statement on Form S-4 covering all of the Registrable Securities then held by the Holders, the Company shall, at such time, promptly give the Holders written notice of such registration. Upon the written request of the Holders given within twenty (or similar form that related 20) calendar days after mailing of such notice by the Company, the Company shall cause to a transaction subject to Rule 145 promulgated be registered under the Securities Act or any successor rule thereto)all of the Registrable Securities that the Holders have requested to be registered; provided that if the total number of securities, (iii) for a rights offering or an exchange offer or offering including Registrable Securities requested to be included by the Holders in such offering, exceeds the amount of securities solely to be sold that the Company’s existing shareholders, (iv) for an offering of debt that underwriters determine in their reasonable discretion is convertible into Equity Securities compatible with the success 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 planoffering, then the Company shall give written notice be required to include in the offering only that amount of such proposed offering to all securities, including Registrable Securities, which the underwriters determine will not jeopardize the success of the Holders offering; provided that the number of Registrable Securities, XXX Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe the amount and type of securities VLL Registrable Securities to be included in such offering shall in no event be less than twenty-five percent of the total offering. The Holders, the intended method(s) holders of distribution, a good faith estimate XXX Registrable Securities and the holders of VLL Registrable Securities shall share such portion of the proposed maximum Company’s offering price of such securities, and the name allocated to selling stockholders on a pro rata basis based upon their relative ownership of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company’s outstanding stock carrying piggyback registration rights.

Piggyback Rights. If (a) At any time after the Company or any Holder proposes conversion of the Preferred Shares and until the time such shares are able to conduct a registered offering ofbe sold under Rule 144 without regard to the volume, or notice, information and manner of sale provisions, if the Company Issuer proposes to file on its behalf and/or on behalf of any of its stockholders a Registration Statement under the Securities Act on any form for the registration of securities with respect to an offering of, Equity Securities, its Common Stock or securities or any other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account class of shareholders equity security of the Company (or by Issuer, 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 securities solely to the Company’s existing shareholders, (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 Issuer shall give written notice of such proposed offering (“Piggy-Back Notice”) to all of the Holders of Registrable Securities Intrexon as soon promptly as practicable practicable, but not in no event less than ten five (105) Business Days before business days prior to the anticipated filing thereof, specifying (x) the approximate date of on which the Issuer proposes to file such Registration Statement orStatement, (y) the estimated offering price of the securities and the intended method of distribution in connection therewith, and (z) advising Intrexon of its right, subject to the case provisions of this Agreement, to have shares of Common Stock resulting from the conversion of the Preferred Shares then held included among the securities to be covered by such registration statement (“Piggy-Back Rights”). (b) Notwithstanding paragraph (a) above, if the lead managing underwriter(s) selected for an underwritten offering pursuant for which Piggy-Back Rights are requested shall advise that marketing or other factors require a limitation on the number of shares of securities which can be sold in such offering within a price range acceptable to a Shelf Registrationthe Issuer, then, (i) such underwriters shall provide written notice thereof to Intrexon and (ii) there shall be included in the launch date of such offering, which notice shall (A) describe first, the amount Common Stock proposed to be registered by the Issuer and type of securities (B) second, on a pro rata basis, the Common Stock required to be included in such offering, the intended method(s) registration statement by Intrexon and any other shares 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale Common Stock for the benefit account of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be persons other than Intrexon 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2so registered.

Piggyback Rights. If the Company or any Holder proposes Subject to conduct a registered offering ofSection 5.2(c) and Section 5.2(d), or if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Shares for its own account, for account (a Demanding Holder “Company Registration”) or for the account of shareholders any shareholder of the Company possessing demand rights (including in connection with an Investor Registration Demand) (an “Investor Registration”) under the Securities Act by registration on Form F-1 or Form F-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 a transaction that is not a public offering within the meaning of Section 4(a)(2) of the Securities Act, including a resale under Rule 144A thereunder), it will at such time give prompt written notice to any Shareholder owning Registrable Securities of its intention to do so, including the anticipated filing date of the Registration Statement and, if known, the number of Shares to be included in such Registration Statement, and of the Shareholder’s rights under this Section 5.2. Upon the written request of an Investor (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Investor and such other information as is reasonably required to effect the registration of such Shares), made as promptly as practicable and in any event within fifteen (15) days after the receipt of any such notice (five (5) days if the Company and by the shareholders of the Company includingstates in such written notice or gives telephonic notice to such Investor, without limitationwith written confirmation to follow promptly thereafter, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) stating that (i) such registration will be on Form F-1 or Form F-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 5.2(c), shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, a majority of the Independent Supervisory Directors (including an Independent Supervisory Director who has been nominated by the Managing Shareholders) in its good-faith judgment shall determine for any employee stock option reason not to register or other benefit plan, (ii) pursuant to delay registration of any securities in connection with a Company 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 securities solely to Investor Registration, the Company’s existing shareholders, (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 Supervisory Board shall give written notice of such proposed offering determination to all of the Holders of Registrable Securities as soon as practicable but not less than ten Investors requesting registration under this Section 5.2 (10which such Investors will hold in strict confidence) Business Days before the anticipated filing date of such Registration Statement or, and (i) in the case of an underwritten offering pursuant a determination not to a Shelf Registration, the launch date of such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)register, the Company shall not be required relieved of its obligation to offer such opportunity to such Holders or (2) if register any Registrable Securities can be included in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the Underwritten Offering in the opinion case of the managing Underwriter(s)a determination to delay registering, then the amount of shall be permitted to delay registering any Registrable Securities to be offered Securities, for the accounts of Holders shall be determined based on same period as the provisions of subsection 3.2delay in registering such other securities.

Piggyback Rights. If the Company or (but without any Holder proposes obligation to conduct a registered offering of, or if do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for holders of capital stock other than the Holders) any of its stock under the Securities Act in connection with respect to an the public offering of, Equity Securities, or of such securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, solely for its own account, for a Demanding Holder or for the account of shareholders of the Company cash (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 (registration relating solely to the sale of securities to participants in a Company stock plan 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 covered by Rule 145 promulgated under the Securities Act 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 successor rule thereto), (iii) for registration on any form which does not include substantially the same information as would be required to be included in a rights offering or an exchange offer or offering of securities solely to registration statement covering the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities sale 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 planRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company 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 determined based on subject to such Holder agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If In the event that the Company files a registration statement under the Securities Act of 1933, as amended (the "Act") which relates to an offering of securities of the Company by the Company or any Holder proposes holder of securities (except in connection with an offering to conduct a registered offering ofor by employees), or if such registration statement and the prospectus included therein shall also, at the written request to the Company proposes 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 best efforts to effect such registration, any such qualification, any such compliance and any such underwriting as soon as practicable. The Company shall give prompt written notice to the Holder of its intention to file a Registration Statement registration statement under the Securities Act with respect relating to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own 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 aforesaid securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, but in no event less than twenty-five (v25) for an “at days prior to 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 give written notice filing of such proposed offering to all registration statement, and the written request provided for in the first sentence of this Section shall be made by the Holders of Registrable Securities as soon as practicable but not less than Holder ten (10) Business Days before or more days prior to the anticipated filing date specified in the notice as the date on which it is intended to file such registration statement. Neither the delivery of such Registration Statement or, in notice by the case Company nor of an underwritten offering such request pursuant to a Shelf Registrationthis Section 3.5.1 by the Holder shall in any way obligate the Company to file any such registration statement and, notwithstanding the filing of such registration statement, the launch Company may, at any time 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 offeringregistration will require the approval of the underwriters, if any, but which notice approval shall (A) describe not be unreasonably withheld, and such inclusion shall be conditioned upon the amount and type provision by the Holder to the Company of securities all information regarding the Holder reasonably required 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, registration statement under applicable law and the name of rules and regulations promulgated by the proposed managing Underwriter or Underwriters, if any, in such offering, Securities and Exchange Commission (Bthe "SEC") offer pursuant to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within Act. The "piggy-back" registration rights granted hereunder shall terminate five (5) days after receipt of 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”), provided, however, that if years from the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2date hereof.

Piggyback Rights. (a) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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, conduct an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Offering, 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 securities solely to the Company’s existing shareholders, (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 give prior written notice of such proposed offering Underwritten Offering to all of the Holders of Registrable Securities Shares as soon as practicable reasonably practicable, but not in no event less than ten (10) Business Days before the anticipated filing offering date of (six (6) Business Days before any anticipated offering date if such Registration Statement orUnderwritten Offering is an “overnight” offering or equivalent expedited offering (an “Expedited Offering”), undertaking to provide each Holder the opportunity to participate in such Underwritten Offering on the same terms and conditions as the Company. Each Holder will have seven (7) Business Days (four (4) Business Days in the case of an underwritten offering Expedited Offering) after receipt of any such notice to notify the Company as to whether it wishes to participate in such Underwritten Offering; provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in such Underwritten Offering. If the Company shall determine in its sole discretion to delay the proposed Underwritten Offering, the Company shall provide written notice of such determination to the Holders and shall thereupon be permitted to delay such Underwritten Offering. In connection with any Underwritten Offering in which any Holder is exercising piggyback rights pursuant to a Shelf Registrationthis Section 2.2, the launch date Company shall be entitled to select the Underwriters in connection with such Underwritten Offering. (b) If in the business judgment of a majority of the independent directors of the Board of Directors arrived at in good faith, that the inclusion of the Registrable Securities in the Underwritten Offering would reduce the cash proceeds to the Company such offeringas to have a material adverse effect on the Company, which notice then the Company shall (A) describe advise Holders exercising piggyback rights of the amount conclusion of the Board of Directors, and type of securities to their Common Stock shall not be included in such offering, the intended method(s) of distribution, a good faith estimate of Underwritten Offering. If 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if Offering advises the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Shares by a Holder would materially adversely affect such Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not include in such Underwritten Offering, as to each Holder exercising piggyback rights pursuant to this Section 2.2 and any other Person or Persons having a contractual right to request their Common Stock be required included in such Underwritten Offering, that number of Common Stock that the Company is so advised can be sold in such Underwritten Offering without materially and adversely affecting such Underwritten Offering, determined as follows: (i) First, for the Holders electing to offer participate in such opportunity Underwritten Offering, such number of Registrable Shares equal to twenty-five percent (25%) of the number of Common Stock able to be sold as determined by the managing Underwriter; (ii) Second, for the Company, the remaining number of Common Stock able to be sold as determined by the managing Underwriter; (iii) Third, for each remaining holder of Common Stock securities who holds contractual piggyback rights, other than the Holders described above in clauses (i), the fraction of such holder’s Common Stock proposed to be sold that is obtained by dividing (A) the remaining number of Common Stock that such holder proposes to include in such Underwritten Offering by (B) the total remaining number of Common Stock proposed to be sold in such Underwritten Offering by all such holders; and (iv) Fourth, for each remaining holder of Common Stock, other than the Holders or described above in clause (i) and the holders described above in clause (iii), if any, who are permitted by the Company to so participate, such number of Common Stock as is determined by multiplying (A) the remaining Common Stock able to be sold as determined by the managing Underwriter, by (B) the fraction obtained by dividing (1) the number of Common Stock that such holder proposes to include in such Underwritten Offering by (2) if any Registrable Securities can the total number of Common Stock proposed to be included sold in the such Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2by all such remaining holders.

Piggyback Rights. If the Company or at any Holder time after the date hereof proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register Common Stock under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable similar forms), whether or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding Holder or for it will, at each such time, give prompt written notice to the account Registration Rights Holders of shareholders its intention to do so and of the Registration Rights Holders' rights under this Section 3. 1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company (or will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register 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) Rights Holders; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 Company or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering other holder of securities solely that initiated such registration (an "Initiating Holder") shall determine for any reason not to proceed with the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities proposed registration of the Companysecurities to be sold by it, (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 or such Initiating Holder may, at its election, give written notice of such proposed offering determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of the Holders of its obligation to register any Registrable Securities as soon as practicable in connection with such registration (but not less than ten from its obligation to pay the Registration Expenses incurred in connection therewith), and (10ii) Business Days before if such registration involves an underwritten offering, the anticipated filing date of such Registration Statement orRights 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 3.1(a) involves an underwritten offering pursuant to a Shelf Registration, the launch date of such public offering, which notice shall (A) describe the amount and type of securities any Registration Rights Holder requesting to be included in such offeringregistration may elect, in writing prior to the intended method(s) of distribution, a good faith estimate effective date of the proposed maximum offering price registration statement filed in connection with such registration, not to register all or any portion of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, securities in connection with such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2registration.

Piggyback Rights. If at any time during the Exercise Period, the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to shall prepare and file a Registration Statement registration statement under the Securities Act Act, with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 public offering of equity or debt securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at whether by the market” Company or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planby other Persons, then the Company shall give written notice include in any such registration 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 proposed offering is to all be an underwritten offering, and in the opinion of the Holders Company's managing underwriter the inclusion of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date Stock requested to be registered, when added to the other securities being registered, would exceed the maximum amount of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, company's securities that can be marketed without otherwise materially and adversely affecting the launch date of such entire offering, which notice shall (A) describe then the amount and type Company may exclude from such offering a portion of the Stock requested to be so registered, so that the total number of securities to be included in such offering, registered is within 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringshares that, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sunderwriter, may be marketed without otherwise materially and adversely affecting the entire offering. In the event there are previously issued securities other than the Stock that are proposed to be registered in the registration pursuant to registration rights that were granted prior to the rights granted hereunder (the "Prior Rights"), then, the rights granted under this Subsection 12.2 shall be subject to all such Prior Rights, and the Stock may be excluded from such registration to the extent that the Prior Rights require; provided, however, that 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 required given by the Company to offer Registered Holders of Warrant Securities, with respect to subsequent registration statements or post-effective amendments filed by the Company, until such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion time as all of the managing Underwriter(s)Stock may be sold without restriction under the Act and applicable state securities laws and regulations, then and the amount of Registrable Securities to be offered Registered Holders have received an opinion from counsel for the accounts Company (in such form and from counsel reasonably satisfactory to the Registered Holders) that all of Holders shall be determined based the Stock is so saleable under SEC Rule 144 or otherwise within the immediate 90-day period commencing on the provisions date a sale is requested. The Registered Holders of subsection 3.2Warrant Securities shall exercise the rights provided for in this Subsection 12.2 by giving written notice to the Company, within twenty (20) days of receipt of the Company's notice of its intention to file a post-effective amendment or new registration statement.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iiior other forms promulgated for similar purposes) for in a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will, at each such time 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 will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, or distribution to the extent such registration is being effected pursuant to the exercise of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sa demand right pursuant to Section 2.2(a), the Company shall not be required obligated to offer provide such opportunity 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 which the Holders have so requested to be 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay 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 2.2(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 Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities stockholders 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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion resale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of Company. Notwithstanding the managing Underwriter(s)foregoing, the Company shall is not be required obligated to offer effect such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in unless the opinion reasonably expected aggregate gross proceeds from the offering of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2registered in connection with such Underwritten Offering are at least $[●].

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 securities solely to the Company’s existing stockholders, (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 related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders shall pursuant to this Section 2.2.1 to be determined based included in a Piggyback Registration on the provisions same terms and conditions as any similar securities of subsection 3.2the Company 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. 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.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes to conduct a registered offering ofLockup Period, or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iii) or other forms promulgated for a rights offering similar purposes or an exchange offer or offering of securities any registration statement filed solely to the Company’s existing shareholders, (iv) for an offering cover resales 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 Common Stock received by Persons upon redemption or distribution agent, whether as agent in respect of outstanding BGLH Units or principal, or resales of Common Stock received by Persons upon exchange of outstanding OP Units (viincluding OP Units received upon exchange of outstanding OPEU Units) for in a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, to the extent such registration is being effected pursuant to the exercise of a demand right pursuant to Sections 2.2(a) or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s2.2(e), the Company shall not be required obligated to offer provide such opportunity 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 use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount or commissions is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay 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 Sections 2.2(a) or 2.2(e); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the Underwritten Offering 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 opinion 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; provided that, in the managing Underwriter(s)case of Piggyback Synthetic Secondary, then the amount each Holder of Registrable Securities requesting to be offered for included in the accounts registration must, upon the written request of Holders shall be determined based on the provisions of subsection 3.2Company, sell its Registrable Securities to the Company in accordance with Section 2.1(e).

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing, the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 4.2), it will, at each such time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so and of the Registration Rights Holders' rights under this Section 4. 1. Upon the written request of any Managing Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall 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 registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any Holder proposes other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to conduct a registered offering ofproceed with the proposed registration of the securities to be sold by it, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering ofor such Initiating Holder may, Equity Securitiesat its election, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering determination to all 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, and (ii) if such registration involves an underwritten offering, 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 soon apply to the Company or the Initiating Holders, as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement orcase 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 4.1(a) involves an underwritten offering pursuant to a Shelf RegistrationPublic Offering, the launch date of such offering, which notice shall (A) describe the amount and type of securities any Registration Rights Holder requesting to be included in such offeringregistration 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 Managing Registration Rights Holders, and such Managing Registration Rights Holder delivers such notice to the Company at least ten (10) days prior to the effective date of the registration statement filed in connection with such registration. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.1. (c) If a registration pursuant to this Section 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the intended method(s) number of distribution, a good faith estimate of Registrable Securities and other securities requested to be included in such registration exceeds the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be reasonably likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities securities offered in an Underwritten Offeringsuch offering, then the Company will include in such registration (1i) first, 100% of the securities, if no any, the Company proposes to sell for its own account, provided that the registration of Shares contemplated by this Section 4.1 was initiated by the Company with respect to Shares intended to be registered for sale for its own account, (ii) second, the number of Registrable Securities can requested to be included by the Majority Stockholder, if any, in the Underwritten Offering such registration which in the opinion of the managing Underwriter(s)underwriter, can be sold, without having the Company shall not be required adverse effect referred to offer above, and (iii) third, such opportunity to such Holders or (2) if any number of Registrable Securities can requested to be included in such registration by the Underwritten Offering other Registration Rights Holders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities, based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities. In the event that (A) the Company did not initiate the registration of securities intended to be registered for sale for its own account and (B) the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares, requested to be included in such registration is less than the number which, in the opinion of the managing Underwriter(s)underwriter, then can be sold, the amount Company may include in such registration securities it proposes to sell for its own account up to the number of Registrable Securities to securities that, in the opinion of the underwriter, can be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2sold.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement 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 registered offering with respect theretoHolder 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account 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 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) 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 securities solely to the Company’s existing shareholders, (iviii) for an offering of debt that is convertible into Equity Securities 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 (viiv) 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 give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable “red xxxxxxx” Prospectus or Prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringnotice; provided, then one (1) daythat, in each casethe 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 registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in Ordinary Shares in, or the probability of success of, an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities 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 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 subsection 3.22.3.1 to be included in such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the 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 shall enter into an underwriting agreement in customary form, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company or If, at any Holder time, La-Man proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 (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 Securities Act in connection with such registration to be registered and to be included in the offering with respect thereto) covered by the registration statement; provided, however, that La-Man shall not be required to effect registration of any securities which: (i) filed in connection with any employee stock option or other benefit planthe reasonable opinion of counsel for La-Man, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated may be sold publicly without registration under the Securities Act or any successor rule thereto)the registration of which is then prohibited under the Securities Act; or (ii) may be sold publicly pursuant to Rule 144 promulgated under the Securities Act. If, (iii) for a rights offering or an exchange offer or offering of securities solely and to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement orextent that, in the case reasonable judgment of an underwritten offering pursuant to a Shelf Registration, La-Man or the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate managing underwriter of the proposed maximum offering price of such securities, and for which the name of the proposed managing Underwriter registration statement has been or Underwritersis to be filed, if any, in such offering, and (B) offer to the offering of some or all of the Holders Securities to be sold for the account of Registrable Securities one or more holders which La-Man has been requested to register pursuant to this Section 6 could unreasonably interfere with or otherwise be disadvantageous in respect of the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered proposed offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by La-Man or the managing Underwriter(sunderwriter, at its option, may require either that (i) that the inclusion of Registrable Securities for sale all La-Man equity securities proposed to be sold for the benefit account of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can La-Man be included in the Underwritten Offering in offering and that the opinion number of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered sold for the accounts account of Holders one or more holders pursuant to this Section 6 be reduced proportionately to an aggregate number acceptable to La-Man and the managing underwriter, if any; or (ii) the offering of Registerable Securities for the account of one or more holders be postponed until 120 days after the effective date of the registration statement (in which case La-Man will keep the registration statement current until at least 180 days after the effective date thereof). In any such case, the holders shall be determined based on have the provisions right to withdraw such request for inclusion of subsection 3.2any or all of such Registerable Securities in the registration statement.

Piggyback Rights. If the Company PubCo or any Special Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, 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) 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 securities solely to the CompanyPubCo’s existing shareholders, (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 principalstockholders, or (viiii) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Special Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days four calendar days before the anticipated filing date 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) describe 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 anyany and if known, in such offering, and (B) offer to all of the Special Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Special Holders may request in writing within five (5) three calendar days after receipt of 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”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer Section 2.4. PubCo shall cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 3.2(a) 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 Special Holder’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Special Holder’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders 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)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) 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), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities 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 (vid) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of then holding Registrable Securities as soon as practicable but not less than ten five (105) Business Days business days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) such Holders’ rights under this Section 2.3 and (Biii) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) business days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringin the case of a Block Trade, then one within twenty-four (124) day, in each casehours thereafter) (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities identified in a Holder’s response notice described in the Company has been advised foregoing sentence to be included in writing by such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter(s) that the inclusion Underwriter or Underwriters of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an a proposed Underwritten Offering, then (1) if no any, to permit the Registrable Securities can requested by the Holders pursuant to this subsection 2.3.1 to be 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 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 opinion Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed. For purposes of the managing Underwriter(s)this Section 2.3, 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 not be required trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to offer include information with respect to a specific offering of Securities (and such opportunity to such Holders amendment or (2) if any Registrable Securities can be included supplement shall trigger the notice and participation rights provided for in the Underwritten Offering in the opinion of the managing Underwriter(sthis Section 2.3), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 securities solely to the Company’s existing stockholders, (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 related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders shall pursuant to this Section 2.2.1 to be determined based included in a Piggyback Registration on the provisions same terms and conditions as any similar securities of subsection 3.2the Company 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. 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.

Piggyback Rights. (a) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of any shares of Common Stock (i) for its own account, for account (other than a Demanding Holder registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of shareholders any holder of its securities, including without limitation an SK Demand Registration or a Nomura Demand Registration or a registration of shares to be sold by the Management Stockholders, who will have the right to demand such registration at any time and from time to time, subject to the rights of the Company (and the other Stockholders hereunder, or a registration of shares to be sold 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 securities solely to the Company’s existing shareholders, (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 planXxxx Xxxxx Xxxxxx, then the Company shall will give written notice of such proposed offering to all of the Holders holders of Registrable Securities as soon as practicable but (provided that holders of Registrable Securities will be given such notice not less than ten 20 calendar days prior to the deadline set by the Company for electing to include Registrable Securities in such offering), and such notice will offer such holders the opportunity, in accordance with Section 2.2(b), to register such number of shares of Registrable Securities as such holders may request on the same terms and conditions as the registration of the Company's or such other holders' securities. If the Company so elects, the offering contemplated by this Section 2.2 will be in the form of an underwritten offering. The Company will select a Qualified Underwriter as the managing Underwriter and, subject to the LM Agreement, any additional underwriters in connection with the offering. (10b) Business Days before Whenever the anticipated filing date of such Registration Statement or, Company proposes to file a registration statement in accordance with Section 2.2(a) (except in the case of an underwritten offering pursuant to a Shelf SK Demand Registration, for which Section 2.1(c) will govern), the launch date of Company will include in such offering, registration all Registrable Securities which notice shall (A) describe the amount and type of securities any Stockholder requests 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), therein; provided, however, that if the managing Underwriter of an underwritten offering under this Section 2.2 advises the Company has been advised and such Stockholders in writing by the managing Underwriter(s) that the inclusion number of Registrable Securities for sale for securities requested to be included in such registration exceeds the benefit number of the Holders will shares of Common Stock which can be sold in such offering or would have an adverse effect impact on the priceprice of such securities, timingthen the Company will include in such registration (i) first, or distribution the securities the Company proposes to sell and (ii) second, the Registrable Securities of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can Stockholders requested to be included in the Underwritten Offering such registration, allocated in the opinion of the managing Underwriter(s), the Company shall accordance with Section 2.4. (c) A request by any Stockholder to include Registrable Securities in a proposed underwritten offering pursuant to this Section 2.2 will 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 the managing Underwriter(s), then the amount of Registrable Securities deemed to be offered a request for the accounts of Holders shall be determined based on the provisions of subsection 3.2a demand registration pursuant to Section 2.1.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes to conduct a registered offering ofLockup Period, or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iiior other forms promulgated for similar purposes) for in a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, or distribution to the extent such registration is being effected pursuant to the exercise of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sa demand right pursuant to Section 2.2(a), the Company shall not be required obligated to offer provide such opportunity 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 use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay 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 2.2(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 Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 Nasdaq at any time after the Company Registration Date hereof proposes to register its Common Stock (or any Holder proposes to conduct a registered offering of, security which is convertible into or if the Company proposes to file a Registration Statement exchangeable or exercisable for Common Stock) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes), whether or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Article II. Subject to Section 2.8, upon the written request of any such Holder or for made within ten (10) days after the account receipt of shareholders any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the 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 Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant Registrable Securities so to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Nasdaq shall determine for any employee stock option or other benefit plan, (ii) pursuant reason not to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under proceed with the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities proposed registration of the Companysecurities to be sold by it, (v) for an “Nasdaq may, at the market” or similar registered offering through a brokerits election, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all of the 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 soon apply to Nasdaq, with such differences, including any with respect to indemnification, as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, may be customary or appropriate in the case of combined primary and secondary offerings. If a registration requested pursuant to this Section 2.2 involves an underwritten offering pursuant to a Shelf Registration, the launch date of such public offering, which notice shall (A) describe the amount and type any Holder of securities Registrable Securities requesting to be included in such offeringregistration may elect, in writing prior to the intended method(s) of distribution, a good faith estimate effective date of the proposed maximum offering price of registration statement filed in connection with such securitiesregistration, and the name of the proposed managing Underwriter or Underwriters, if any, not to register such securities in connection with such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2registration.

Piggyback Rights. If (a) In the Company or event that Parent at any Holder time proposes to conduct a registered public underwritten offering ofof shares of Common Stock for cash, whether or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for subject to the last sentence of this Section 5.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Holder of its intention to do so, which Piggyback Notice shall specify, to the extent then known, the number of shares of Common Stock to be offered; provided that if Parent has not yet determined the number of shares of Common Stock to be offered, the Piggyback Notice may specify a Demanding Holder or for range of Share numbers that Parent is then contemplating and Parent shall undertake to inform the account of shareholders Holder(s) upon a final determination regarding the size 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which but the initial Piggyback Notice shall be deemed to constitute adequate notice shall (A) describe for purposes of this Agreement. Upon the amount and type written request 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing Holder made within five (5) days Business Days after receipt of the initial Piggyback Notice by such written notice Holder (unless which request shall specify the number of shares of Common Stock intended to be disposed of by such Holder), subject to the other provisions of this Section 5, Parent shall include in such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (all of the shares of Common Stock held by such registered offering, a “Piggyback Registration”), provided, however, that if the Company Holder which Parent has been advised so requested to include. Notwithstanding anything to the contrary contained in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the pricethis Section 5.3, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company Parent shall not be required to offer such opportunity include any shares of Common Stock held by a Holder in any offering pursuant to such Holders any Special Registration or (2) if any Registrable Securities can other form that would not be included in the Underwritten Offering in the opinion available for registration of the managing Underwriter(s), then the amount Holder’s shares of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Common Stock.

Piggyback Rights. If at any time prior to the Company or any Holder proposes third anniversary date of this Agreement, Michxxx xxxposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register Equity Securities under the Securities Act Act, in connection with respect to an a public offering of, of Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Securities for its own account, account solely for a Demanding Holder or for the account of shareholders of the Company cash (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 (registration on Form S-4 or S-8 or any registered offering successor form thereof) in a manner that would permit registration of all or a portion of the Registrable Securities owned by the Shareholders, Michxxx xxxl give prompt notice thereof to the Shareholders. Upon written notice of any Shareholder to Michxxx xxxeived within fifteen (15) days after delivery of notice of the proposed ------------ * The confidential portion has been so omitted and filed separately with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) the Securities and Exchange Commission pursuant to a Registration Statement on Form S-4 (or similar form that related request for confidential treatment under Rule 24(b)-2 of the Securities Act of 1934. offering by Michxxx, Xxxxxxx xxxl use its best efforts to a transaction subject to Rule 145 promulgated effect the registration of the Registrable Securities covered by such notice under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), Act; provided, however, that if Michxxx xxxll have the Company has been advised right to abandon the registration in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company its entirety at any time and shall not be required to offer such opportunity to such Holders or (2) if any register Registrable Securities can be included if the underwriters in any underwritten offering reasonably object to the inclusion of such shares in the Underwritten Offering registration, and provided further, that in any underwritten offering, the Shareholders participating in the opinion of the managing Underwriter(s), then the amount of registration agree to sell their Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to Michxxx, xxth such differences as customarily apply in combined primary and secondary offerings of subsection 3.2Equity Securities.

Piggyback Rights. (a.) If at any time following the Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by Lockup Period, give prompt written notice to the Holders of its intentions and of such Holders' rights under this Section 2.2; provided that the Company and by shall not be obligated to provide the shareholders foregoing notice to Holders or to effect the registration of Registrable Securities of the Company including, without limitation, an Underwritten Shelf Takedown Holders pursuant to this Section 3.1 hereof2.2 if the Company has previously effected three (3) such registrations for any Holders pursuant to this Section 2.2. Subject to the foregoing proviso, 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), other than a Registration Statement (or any registered offering with respect thereto) 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all of the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities as soon as practicable in connection with such registration (but not less than ten from its obligation to pay the Registration Expenses incurred in connection therewith) (10and, 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 2.2(a)); and (ii) Business Days before if such registration involves an underwritten offering, the anticipated filing date of such Registration Statement orHolders 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. (b.) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c.) If a registration pursuant to this Section 2.2 involves an underwritten offering pursuant to a Shelf Registrationand the managing underwriter advises the Company in writing that, in its opinion, the launch date number of such offering, which notice shall (A) describe the amount Registrable Securities and type of securities other Securities requested to be included in such offering, registration exceeds 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, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities offered in an Underwritten Offeringsuch offering, then (1) if no Registrable the number of Securities can to be included in such registration shall be allocated in the Underwritten Offering following order of priority: (i) first, 100% of the Securities the Company proposes to sell; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing Underwriter(s)underwriter, can be sold without having the Company adverse effect referred to above, which number of Registrable Securities shall not be required to offer such opportunity to allocated pro rata among such Holders or (2) if any on the basis of the relative number of Registrable Securities can requested to be included in such registration statement; and (iii) third, all other Securities of the Underwritten Offering Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing Underwriter(s)underwriter, then can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d.) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1.) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2.) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e.) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that if PICO has requested that its Registrable Securities be offered for the accounts of Holders registered pursuant to this Section 2.2 such investment banker or bankers and managers shall be determined based on reasonably satisfactory to PICO. For the provisions avoidance of subsection 3.2doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder's Registrable Securities sold by the underwriters in such underwritten offering.

Piggyback Rights. If the Company or any Holder New PubCo proposes to conduct (but without any obligation to do so) register (including for this purpose a registered offering of, or if registration effected by New PubCo for holders of Ordinary Shares other than the Company proposes to file a Registration Statement Holders) any of its securities under the Securities Act in connection with respect to an the public offering of, Equity Securities, or of such securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, solely for its own account, for a Demanding Holder or for the account of shareholders of the Company cash (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 (registration relating solely to the sale of securities to participants in a New PubCo stock plan 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 covered by Rule 145 promulgated under the Securities Act 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 successor rule theretoregistration 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), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 New PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) calendar days after receipt of 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”). Subject to Section 2.2.2, providedNew PubCo shall, howeverin good faith, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered included in such 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 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 accounts of contrary, the Holders shall be determined based on have no rights under this Section 2.2.1 if the provisions registration statement New PubCo proposes to file is solely for purposes of subsection 3.2a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such registration statement, New PubCo is in compliance with its obligations under Section 2.1.

Piggyback Rights. (a) If the Company at any time following the initial Public Offering by the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 3.3), it will, at each such time, give prompt written notice to the Registration Rights Holders of its intention to do so and of the Registration Rights Holders’ rights under this Section 3.1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Registration Rights Holders have so requested to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any Holder proposes other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to conduct a registered offering ofproceed with the proposed registration of the securities to be sold by it, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering ofor such Initiating Holder may, Equity Securitiesat its election, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, 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 soon apply to the Company or the Initiating Holders, as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement orcase 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 3.1(a) involves an underwritten offering pursuant to a Shelf Registration, the launch date of such public offering, which notice shall (A) describe the amount and type of securities any Registration Rights Holder requesting to be included in such offeringregistration 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. Nothing in this Section 3.1(a) shall operate to limit the right of a Registration Rights Holder to (i) request the registration of Registrable Securities that consist of Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder notwithstanding the fact that at the time of request such Registration Rights Holder holds only such securities and not the underlying Shares or (ii) request the registration at one time of Registrable Securities that consist of both Shares and securities convertible into or exercisable or exchangeable for Shares. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.1. (c) If a registration pursuant to this Section 3.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the intended method(s) number of distribution, a good faith estimate of Registrable Securities and other securities requested to be included in such registration exceeds the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be reasonably likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities securities offered in an Underwritten Offeringsuch offering, then the Company will include in such registration (1i) first, 100% of the securities, if no Registrable Securities can any, the Company proposes to sell for its own account, provided that the registration of Shares contemplated by this Section 3.1 was initiated by the Company with respect to shares intended to be registered for sale for its own account, (ii) second, the number of securities requested to be included by New SAC, if any, in the Underwritten Offering such registration which in the opinion of the managing Underwriter(s)underwriter, can be sold, without having the Company shall not be required adverse effect referred to offer above, and (iii) third, such opportunity to such Holders or (2) if any number of Registrable Securities can requested to be included in such registration which, in the Underwritten Offering opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities, based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities. In the event that (i) the Company did not initiate the registration of securities intended to be registered for sale for its own account and (ii) the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing Underwriter(s)underwriter, then can be sold, the amount Company may include in such registration securities it proposes to sell for its own account up to the number of Registrable Securities to securities that, in the opinion of the underwriter, can be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2sold.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to and when IIBM shall file a Registration Statement registration statement with the SEC under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or of 1933 (the "Act") for the account sale of shareholders any of the Company (or securities of IIBM, prior to five years from the date hereof, on a form prescribed by the Company and by the shareholders Act which is appropriate for registration for sale of any of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than following securities of IIBM (the "Registerable Securities") held by a Registration Statement (or any Funding Party who is the 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 holder of such securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities as of the Company, (v) 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 “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, IIBM Note then the Company IIBM shall give written notice of such proposed offering thereof to all the holders of the Holders of Registrable Registerable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of prior to 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) describe 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 securitiesfiling, and the name holders of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer Registerable Securities shall have the right to all of the Holders of Registrable Securities the opportunity request to include in such registered offering have included therein such number of Registrable the Registerable Securities as shall be specified in such Holders may request in writing within five (5) days after receipt of 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”)request, provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for 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 benefit period ending five years following the date of the Holders will have an adverse effect on the price, timingthis Agreement, or distribution (ii) to keep the prospectus with respect to the Registerable Securities current for any period extending beyond five years from the date of the Equity this agreement. If a Funding Party does not make a request for such registration within twenty days after receipt of notice from IIBM, IIBM shall have no obligation to include any such Registerable Securities in an Underwritten Offeringsuch registration statement, then (1) if no Registrable Securities can be included or in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2future registration statement.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes or exchangeable forany registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding BPG Subsidiary Shares and OP Units) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement 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 registered offering with respect theretoHolder 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. (i) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or 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 direct or indirect acquisition by the Company of another Person or any transaction with respect to an offering ofwhich Rule 145 (or any successor provision) under the Securities Act applies), Equity Securities, whether or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, not for sale for its own 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 includingit will each such time, 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 securities solely to the Company’s existing shareholders, (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 give prompt written notice of such proposed offering at least 20 days prior to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of the registration statement relating to such Registration Statement or, in the case of an underwritten offering pursuant registration to a Shelf Registration, the launch date of such offeringeach Holder, which notice shall (Aset forth such Holder's rights under this Section 2(A) describe the amount and type of securities to be included in shall offer 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 Holders of Registrable Securities Holder the opportunity to include in such registered offering registration statement such number of Registrable Securities as such Holders Holder may request. Upon the written request in writing of any Holder made within five (5) 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by 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”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 register by each Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves a Public Offering, each Holder must sell its Registrable Securities to any underwriters selected by the Company has been advised with the consent of such Holder on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the registration statement filed in writing by connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (ii) If a registration pursuant to this Section 2(A) involves a Public Offering and the managing Underwriter(s) underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the inclusion of Registrable Securities for sale for the benefit of Company and the Holders will have intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten "Maximum Offering in the opinion of the managing Underwriter(sSize"), the Company shall will include in such registration only such number of shares of Common Stock as does not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included exceed the Maximum Offering Size, and the number of shares in the Underwritten Maximum Offering Size shall be allocated among the Company, the Holders and any other sellers of Common Stock in the opinion of the managing Underwriter(ssuch Public Offering ("Third-Party Sellers"), then first, to the amount Company until all the shares of Registrable Securities Common Stock originally proposed to be offered for sale by the accounts Company have been allocated, second, if the filing of the Registration Statement was made upon the demand of any Third Party Seller, then pro rata among such Third Party Sellers, and third, pro rata among the Holders and any other Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Holders and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(A)(ii), any Holder is not entitled to include all such Registrable Securities in such registration, such Holder may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(A), the number of securities required to satisfy any underwriters' over-allotment option shall be determined based allocated among the Company, the Holders and any Third Party Seller pro rata on the provisions basis of subsection 3.2the relative number of securities offered for sale under such registration by each of the Holders, the Company and any such Third Party Sellers before the exercise of such over-allotment option.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities stockholders 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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, 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 (Bb) offer to all of the Holders of each Holder that holds Registrable Securities having an aggregate value of at least $1 million the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion resale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 (S‑4 or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S‑8, or any successor rule thereto), (iiior other forms promulgated for similar purposes) for in a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will, at each such time 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 will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, or distribution to the extent such registration is being effected pursuant to the exercise of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sa demand right pursuant to Section 2.2(a), the Company shall not be required obligated to offer provide such opportunity 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 which the Holders have so requested to be 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay 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 2.2(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 Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by Lockup Period, give prompt written notice to the Holders of its intention to do so and of such Holders’ rights under this Section 2.2; provided that the Company and by shall not be obligated to provide the shareholders foregoing notice to the Holders or to effect the registration of Registrable Securities of the Company including, without limitation, an Underwritten Shelf Takedown Holders pursuant to this Section 3.1 hereof2.2 if the Company has previously effected three (3) such registrations for any Holder pursuant to this Section 2.2. Subject to the foregoing proviso, 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), other than a Registration Statement (or any registered offering with respect thereto) 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses 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 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of such Registration Statement orCompany, 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. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c) If a registration pursuant to this Section 2.2 involves an underwritten offering pursuant to a Shelf Registrationand the managing underwriter advises the Company in writing that, in its opinion, the launch date number of such offering, which notice shall (A) describe the amount Registrable Securities and type of securities other Securities requested to be included in such offering, registration exceeds 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, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities offered in an Underwritten Offeringsuch offering, then (1) if no Registrable the number of Securities can to be included in such registration shall be allocated in the Underwritten Offering following order of priority: (i) first, 100% of the Securities the Company proposes to sell, if any; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing Underwriter(s)underwriter, can be sold without having the Company adverse effect referred to above, which number of Registrable Securities shall not be required to offer such opportunity to allocated pro rata among such Holders or (2) if any on the basis of the relative number of Registrable Securities can requested to be included in such registration statement; and (iii) third, all other Securities of the Underwritten Offering Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing Underwriter(s)underwriter, then can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that if any TNHC Stockholders has requested that its Registrable Securities be offered for the accounts of Holders registered pursuant to this Section 2.2 such investment banker or bankers and managers shall be determined based on reasonably satisfactory to such TNHC Stockholders. For the provisions avoidance of subsection 3.2doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder’s Registrable Securities sold by the underwriters in such underwritten offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), 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 securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities 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 principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade or an Other Coordinated Offering (which shall be subject to Section 2.4), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company 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 determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 5(c), if the Company or Corporation at any Holder time proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Stock for its own account, for account (a Demanding Holder “Corporation Registration”) or for the account of shareholders any Stockholder possessing demand rights (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 will at such time give prompt written notice to the Stockholders of its intention to do so, including the anticipated filing date of the Company (or by Registration Statement and, if known, the Company number of shares of Stock that are proposed to be included in such Registration Statement, and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant Stockholders’ rights under this Section 5. Upon the written request of a Stockholder (which request shall specify the maximum number of Registrable Securities intended to Section 3.1 hereofbe disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), other than a Registration Statement 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 any registered offering gives telephonic notice to such Stockholder, with respect thereto) 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 under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Stockholders; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Corporation shall determine for any employee stock option reason not to register or other benefit planto delay registration of such securities, (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 securities solely to the Company’s existing shareholders, (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 Corporation shall give written notice of such proposed offering determination to all of the Holders of Registrable Securities as soon as practicable but not less than ten Stockholders requesting registration under this Section 5 (10which such Stockholders will hold in strict confidence) Business Days before the anticipated filing date of such Registration Statement or, and (i) in the case of an underwritten offering pursuant a determination not to a Shelf Registrationregister, the launch date shall be relieved of its obligation to register any Registrable Securities in connection with such offering, which notice shall registration (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate but not from any obligation of the proposed maximum offering price of such securities, and Corporation to pay the name of the proposed managing Underwriter or Underwriters, if any, Registration Expenses in such offeringconnection therewith), and (Bii) offer in the case of a determination to all of the Holders of delay registering, shall be permitted to delay registering any Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten OfferingSecurities, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of same period as the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities delay in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer registering such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2other securities.

Piggyback Rights. If the Company PubCo or any Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof3.1), 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 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 securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities 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 principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten three (103) Business Days calendar days before the anticipated filing date 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) describe 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 anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days calendar day after receipt of 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”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer Section 2.2. PubCo shall cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 3.2(a) 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 determined based on subject to such Holder’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if date of this Agreement the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 planplan on Form S-8 (or other successor registration statement form thereof), (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for a dividend reinvestment plan, or (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering filing to all of the Holders Holder of Registrable Securities and the holders of other equity securities that the Company is obligated to register in a Registration (collectively, the “Other Holders”) as soon as practicable but not less than ten five (105) Business Days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registrationshelf Registration Statement, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders Holder of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders Holder may request in writing within five (5) days after receipt of such written notice; provided, that, the Holder agrees that the fact that such a notice (unless such offering is an overnight or bought Underwritten Offeringhas been delivered shall constitute material non-public confidential information; provided, then one (1) dayfurther, in each casethe 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 registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holder and the securities of Other Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities Common Stock in an Underwritten Offering, then (1) if no Registrable Securities or securities of Other Holders can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holder or the Other Holders or (2) if any Registrable Securities or securities of Other Holders can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders 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 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 Holder pursuant to this subsection 3.22.3.1 to be included in such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the 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, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. (a) If at any time following expiration of the Company or any Holder proposes Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by if earlier, such time as the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown Demand Party exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement 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 registered offering with respect theretoHolder 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses 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 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. (a) If the Company or at any Holder proposes to conduct a registered offering oftime, or if the Company proposes to file a Registration Statement register any Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 (registration on Form S-4 or S-8, or any registered offering with respect theretosuccessor or other forms promulgated for similar purposes), it will, at each such 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 (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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if the Company time proposes to file a Registration Statement under the Securities Act registration statement with respect to an any offering of, Equity Securities, or of its securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for account (a Demanding Holder “Primary Registration Statement”) or for the account of shareholders of the Company any Person who holds its securities (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 a registration on Form F-4, S-4 or S-8 or any employee stock option or other benefit plansuccessor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company pursuant to a Registration Statement on Form S-4 (any employee stock plan or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)other employee benefit plan arrangement, (iii) for a rights offering registration of non-convertible debt securities, or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering any registration made pursuant to Section 2(a) or Section 2(b) herein) (a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than ten (10) days following the date of debt that is convertible into Equity Securities of the Companyfiling such registration statement), (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 give written notice (the “Piggyback Registration Notice”) of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of Securities, and 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) describe offer 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 Holders of Registrable Securities Holder the opportunity to include in such registered offering register such number of Registrable Securities as each such Holders Holder may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringwriting, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)provided that, the Company shall not be required to offer give a Piggyback Registration Notice in connection with the filing of any shelf registration statement if the Registrable Securities are all already registered for resale on a currently effective Shelf that has been filed pursuant to Section 2(a) or 2(b) above. Subject to Section 2(d) and Section 2(e), the Company shall include in such opportunity registration statement all such Registrable Securities which are requested to be included therein within fifteen (15) days after the Piggyback Registration Notice is given to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Holders.

Piggyback Rights. If the Company or any Holder PubCo proposes to conduct a registered offering ofof Equity Securities on behalf of any Holders (other than pursuant to Underwritten Shelf Registration), or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own 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)in each case, 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 securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities 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 principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer Section 2.2. PubCo shall use its reasonable best efforts to cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 3.2(a) 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 determined based on subject to such Holder’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion resale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company.

Piggyback Rights. If the Company or any Holder PubCo proposes to conduct a registered offering ofof Equity Securities on behalf of any Holders (other than pursuant to Underwritten Shelf Registration), or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own 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)in each case, 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 securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) 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 principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer Section 2.2. PubCo shall use its reasonable best efforts to cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 3.2(a) 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 determined based on subject to such Holder’s agreement to abide by the provisions terms of subsection 3.2Section 3.6 below.

Piggyback Rights. If at any time following the Company date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or any Holder proposes to conduct a registered offering of, or if more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to file a Registration Statement register any shares of Common Stock under the Securities 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, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of Common Stock by the Company for its own account, for a Demanding Holder account or for the account of shareholders 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 eight (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 (or by the Company and by the shareholders 10) days after receipt 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 securities solely to the Company’s existing shareholdersnotice (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), (iv) for an offering when added to the number of debt that is convertible into Equity Securities of other securities to be offered in such registration by 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 planwould materially adversely affect such offering, then the Company shall give written notice of include in such proposed offering registration, to all 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 as soon as practicable but not less than ten (10) Business Days before subject to registration rights owned by each holder requesting inclusion in relation to the anticipated filing date number of such Registration Statement orRegistrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in if such registration involves an underwritten public 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 UnderwritersHolders must sell their Registrable Securities to, if anyapplicable, 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) offer if, at any time after giving written notice of its intention to all 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 the opportunity to include in connection with such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), registration; provided, however, that if nothing contained in this Section 6(e) shall limit the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the priceCompany’s liabilities and/or obligations under this Agreement, timingincluding, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)without limitation, the Company shall not be required obligation to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(spay liquidated damages under Section 2(d), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If the Company at any time after the Filing Date and prior to the end of the Effectiveness Period proposes to register its Common Shares (or any Holder proposes 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 are not then subject to conduct a registered offering ofan effective resale registration statement, or if it will, at each such time, give prompt written notice to the 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 proposes will use its best efforts to file a Registration Statement effect such registration under the Securities Act with respect of all Registrable Securities that the Company has been so requested to an offering ofregister by such Investor, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for to the account of shareholders extent requisite to permit the disposition of the Company (or by Registrable Securities so to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the Company and by the shareholders effective date 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) registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Investor and, thereupon, shall be relieved of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant its obligation to a Shelf Registration, the launch date of such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if register any Registrable Securities can be in connection with such registration (but not from (a) its other obligations included in herein, including the Underwritten Offering in obligation to register the opinion Registrable Securities, or (b) to pay any expenses of the managing Underwriter(sregistration incurred therewith), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, Securities of PubCo or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account 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)PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates 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 securities solely to the CompanyPubCo’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities 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 principalPubCo, or (viv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of each Special Holder (collectively, the Holders of Registrable Securities “Piggyback Holders”) as soon as practicable but not less than ten four (104) Business Days calendar days before the anticipated filing date 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) describe 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 anyany and if known, in such offering, and (B) offer to all of the Piggyback Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within five three (53) calendar days after receipt of 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”), provided, however, ; provided that if each Piggyback Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall constitute Confidential Information and shall not be required disclosed to offer any third party (other than any Affiliate, Representative, limited partner or shareholder of such opportunity Special Holder), unless (a) such information becomes known to the public through no fault of such Holders Special Holder or (2b) if any Registrable Securities can be included in the Underwritten Offering in the opinion disclosure is required by applicable Law or court of the managing Underwriter(s), then the amount of competent jurisdiction or requested by a Governmental Entity. PubCo shall cause such Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Holders pursuant to this Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of 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 Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Piggyback Holder’s agreement to abide by the provisions terms of subsection 3.2Section 2.6 below.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 securities solely to the Company’s existing stockholders, (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 related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders shall pursuant to this Section 2.2.1 to be determined based included in a Piggyback Registration on the provisions same terms and conditions as any similar securities of subsection 3.2the Company 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. 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.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or of Ordinary Shares (including equity securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, Ordinary Shares), for its own account, for a Demanding Holder account or for the account of shareholders stockholders 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)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant to a Registration Statement on Form S-4 F-4 or Form S-8 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iiic) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivd) for an offering of debt that is convertible into Equity Securities 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 (vie) for a dividend reinvestment planplan 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 give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable (but not less than ten (10) Business Days before days prior to the anticipated filing date by the Company with the Commission of such any Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringwith respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), a good faith estimate of the proposed maximum offering price date of filing of such securities, 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 (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, howevercause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters, that if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised or Company shareholder(s) for whose account the Registration Statement is to be filed included in writing such 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 managing Underwriter(sCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.2, 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 not trigger any notification or participation rights hereunder until such time as the inclusion Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sthis Section 2.2), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If the Company or any Holder proposes Subject to conduct a registered offering ofSection 4.2(d), or if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Shares for its own account, for account (a Demanding Holder “Company Registration”) or for the account of shareholders any Investor possessing demand rights (including in connection with an Investor Registration Demand) (a “Shareholder Registration”) under the Securities Act by registration on Form F-1 or Form F-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 a transaction that is not a public offering within the meaning of Section 4(a)(2) of the Company Securities Act, including a resale under Rule 144A thereunder), it will at such time give prompt written notice to any Investor owning Registrable Securities of its intention to do so, including the anticipated filing date of the Registration Statement and, if known, the number of Shares to be included in such Registration Statement, and of the Investor’s rights under Section 4.2. Upon the written request of a Shareholder (or which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Shareholder and such other information as is reasonably required to effect the registration of such Shares), made as promptly as practicable and in any event within fifteen (15) days after the receipt of any such notice (five (5) days if the Company and by the shareholders of the Company includingstates in such written notice or gives telephonic notice to such Shareholder, without limitationwith written confirmation to follow promptly thereafter, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) stating that (i) such registration will be on Form F-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 4.2(c), shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Shareholders; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any employee stock option reason not to register or other benefit planto delay registration of such securities, (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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering determination to all of the Holders of Registrable Securities as soon as practicable but not less than ten Shareholders requesting registration under this Section 4.2 (10which such Shareholders will hold in strict confidence) Business Days before the anticipated filing date of such Registration Statement or, and (i) in the case of an underwritten offering pursuant a determination not to a Shelf Registrationregister, the launch date shall be relieved of its obligation to register any Registrable Securities in connection with such offering, which notice shall registration (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate but not from any obligation of the proposed maximum offering price of such securities, and Company to pay the name of the proposed managing Underwriter or Underwriters, if any, Registration Expenses in such offeringconnection therewith), and (Bii) offer in the case of a determination to all of the Holders of delay registering, shall be permitted to delay registering any Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten OfferingSecurities, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of same period as the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities delay in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer registering such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2other securities.

Piggyback Rights. If the Company or any Holder PubCo proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders 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)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) 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 securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyPubCo, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment planplan or (v) for any Underwritten Shelf Takedown, then the Company PubCo shall give written notice of such proposed offering to all of the Special Holders of Registrable Securities as soon as practicable but not less than ten three (103) Business Days before the anticipated filing date 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) describe 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 anyany and if known, in such offering, and (B) offer to all of the Special Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Special Holders may request in writing within five (5) days Business Days after receipt of 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”), provided, however, ; provided that if each Special Holder agrees with PubCo that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer Section 3.3. PubCo shall cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 4.2(a) 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 Special Holder’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Special Holder’s agreement to abide by the provisions terms of subsection 3.2Section 4.6 below.

Piggyback Rights. If If, at any time after the Company Warrant becomes exercisable in accordance with its terms, MSB shall determine to proceed with the preparation and filing of a registration statement under the Applicable Securities Laws in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, MSB shall give written notice thereof to the Holder. Upon the written request of the Holder proposes given within ten days after receipt of any such notice from MSB, MSB shall, except as herein provided, cause all shares of MSB Common Stock which the Holder shall request be included in such registration statement to conduct be so included; provided, however, that nothing herein shall prevent MSB from abandoning or delaying any registration at any time; and provided, further, that if MSB decides not to proceed with a registered registration after the registration statement has been filed with the United States Securities and Exchange Commission or the Office of Thrift Supervision, as required by applicable law (the "Securities Regulator") and MSB's decision not to proceed is primarily based upon the anticipated public offering ofprice of the securities to be sold by MSB, or MSB shall promptly complete the registration for the benefit of the Holder if the Company proposes Holder agrees to file bear all additional and incremental expenses incurred by MSB as the result of such registration after MSB has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of MSB Common Stock requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the shares of MSB Common Stock requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a Registration Statement under proposed underwritten public offering, and if in the Securities Act good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with respect the successful marketing of the shares being offered by MSB, the number of shares otherwise to an be included in the underwritten public offering ofhereunder may be reduced; provided, Equity Securitieshowever, or securities or other obligations exercisable or exchangeable forthat after any such required reduction, or convertible into Equity Securities, for its own account, for a Demanding Holder or the shares of MSB Common Stock to be included in such offering for the account of shareholders the Holder shall constitute at least 25 percent of the Company (or by the Company and by the shareholders total number 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe the amount and type of securities shares 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if Closing the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 securities solely to the Company’s existing stockholders, (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 related relates 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringnotice; provided, then one (1) daythat, in each casethe 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 registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities 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 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 subsection 3.22.3.1 to be included in such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the 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 shall enter into an underwriting agreement in customary form, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing, the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 4.2), it will, at each such time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so and of the Registration Rights Holders’ rights under this Section 4.1. Upon the written request of any Managing Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall 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 registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any Holder proposes other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to conduct a registered offering ofproceed with the proposed registration of the securities to be sold by it, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering ofor such Initiating Holder may, Equity Securitiesat its election, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering determination to all 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, and (ii) if such registration involves an underwritten offering, 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 soon apply to the Company or the Initiating Holders, as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement orcase 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 4.1(a) involves an underwritten offering pursuant to a Shelf RegistrationPublic Offering, the launch date of such offering, which notice shall (A) describe the amount and type of securities any Registration Rights Holder requesting to be included in such offeringregistration 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 Managing Registration Rights Holders, and such Managing Registration Rights Holder delivers such notice to the Company at least ten (10) days prior to the effective date of the registration statement filed in connection with such registration. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.1. (c) If a registration pursuant to this Section 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the intended method(s) number of distribution, a good faith estimate of Registrable Securities and other securities requested to be included in such registration exceeds the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, number which can be sold in such offering, and (B) offer so as to all of the Holders of Registrable Securities the opportunity be reasonably likely to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, timing or distribution of the Equity Securities securities offered in an Underwritten Offeringsuch offering, then the Company will include in such registration (1i) first, 100% of the securities, if no any, the Company proposes to sell for its own account, provided that the registration of Shares contemplated by this Section 4.1 was initiated by the Company with respect to Shares intended to be registered for sale for its own account, (ii) second, the number of Registrable Securities can requested to be included by the Majority Stockholder, if any, in the Underwritten Offering such registration which in the opinion of the managing Underwriter(s)underwriter, can be sold, without having the Company shall not be required adverse effect referred to offer above, and (iii) third, such opportunity to such Holders or (2) if any number of Registrable Securities can requested to be included in such registration by the Underwritten Offering other Registration Rights Holders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities, based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities. In the event that (A) the Company did not initiate the registration of securities intended to be registered for sale for its own account and (B) the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares, requested to be included in such registration is less than the number which, in the opinion of the managing Underwriter(s)underwriter, then can be sold, the amount Company may include in such registration securities it proposes to sell for its own account up to the number of Registrable Securities to securities that, in the opinion of the underwriter, can be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2sold.

Piggyback Rights. If Subject to Section 2.3.3, if at any time after the Company expiration of any Lock-up to which a Holder’s shares are subject, if any, HoldCo or any Holder proposes to conduct a registered offering of, or if the Company HoldCo proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company HoldCo (or by the Company HoldCo and by the shareholders stockholders of the Company HoldCo including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), 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 offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to HoldCo’s existing shareholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities or exchangeable for equity securities of the CompanyHoldCo, (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, (vi) for a rights offering (including any rights offering with a backstop or standby commitment), (vii) a Block Trade or (viii) an Other Coordinated Offering, then the Company HoldCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company . The rights provided under this Section 2.2.1 shall not be required available to offer any Holder at such opportunity to such Holders or (2) if any time as there is an effective Shelf available for the resale of the Registrable Securities can be included pursuant to Section 2.1. Subject to Section 2.2.2, HoldCo shall, in the Underwritten Offering in the opinion of the managing Underwriter(s)good faith, then the amount of cause such Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of HoldCo 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 determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If Subject to Section 2.4.3, following the Company expiration of the applicable Lock-Up Period, if Holdco or any Holder Investor proposes to conduct a registered offering of, or if the Company Holdco proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company Holdco (or by the Company Holdco and by the shareholders of the Company Holdco including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), 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 related relates 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyHoldco, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment plan, or (v) a Block Trade or an Other Coordinated Offering (which shall be subject to Section 2.4), then the Company Holdco shall give written notice of such proposed offering to all of the Holders Investors of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (Aa) describe 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 (Bb) offer to all of the Holders Investors of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders Investors may request in writing within five (5) days after receipt of 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”). Subject to Section 2.2.2, providedHoldco shall, howeverin good faith, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of Holders such Piggyback Registration to permit the Registrable Securities requested by the Investors pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of Holdco 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 Investor’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Investor’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If If, at any time on or after the Company or any Holder proposes to conduct a registered offering ofdate hereof, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 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 securities solely to the Company’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities 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 (viiv) for a dividend reinvestment plan, or (v) for a Block Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities of the Holders shall pursuant to this subsection 2.2.1 to be determined based included in a Piggyback Registration on the provisions same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 3.22.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. (a) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iiior other forms promulgated for similar purposes) for in a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, or distribution to the extent such registration is being effected pursuant to the exercise of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sa demand right pursuant to Section 2.2(a), the Company shall not be required obligated to offer provide such opportunity 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 use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay 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 2.2(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 Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesthe Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 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 related relates 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities 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 (viiv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and shall use its reasonable best efforts to cause the accounts managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders shall pursuant to this Section 2.02(a) to be determined based included in a Piggyback Registration on the provisions same terms and conditions as any similar securities of subsection 3.2the Company included in such 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.

Piggyback Rights. (i) If the Company or at any Holder proposes to conduct a registered offering of, or if time during which there are Registrable Securities outstanding the Company proposes to file a Registration Statement register any of its common equity securities under the Securities 1933 Act (other than a registration statement on Form S-8 or on Form S-4 (or any similar successor forms thereto or in connection with respect (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to an offering of, Equity Securitiesany such plan, or securities or other obligations exercisable or exchangeable for(B) a dividend reinvestment plan), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of one or more 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) and the registration form to be used may be used 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 give written notice of such proposed offering to all of the Holders any registration of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company shall give prompt written notice (in any event within 20 days after its receipt of notice of any exercise of other demand registration rights) to the Investor of its intention to effect such a registration and shall include in such registration all such Registrable Shares with respect to which the Company has been advised received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. (ii) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing by that in their opinion the managing Underwriter(s) that number of securities requested to be included in such registration exceeds the inclusion of Registrable Securities for sale for the benefit of the Holders will have number which can be sold in such offering without having an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)such offering, the Company shall not be required include in such registration (i) first, the securities the Company proposes to offer such opportunity to such Holders or sell, (2ii) if any second, the Registrable Securities can requested to be included therein by the Investors, and (iii) third, other securities requested to be included in such registration pro rata among the Underwritten Offering in holders of such securities on the opinion basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. (iii) If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities other than Registrable Securities, and the managing Underwriter(s)underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such offering, then the amount of Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be offered for included therein by the accounts Investor, and (iii) third, other securities requested to be included in such registration pro rata among the holders of Holders shall be determined based such securities on the provisions basis of subsection 3.2the number of shares requested to be registered by such holders or as such holders may otherwise agree. (iv) If any Piggyback Registration is an underwritten primary offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

Piggyback Rights. If the Company or any Demanding Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 Underwriting 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 securities solely to the Company’s existing shareholders, (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, 2.3.1 then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) Business Days days before the anticipated filing date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringUnderwritten Offering, which notice shall (Aa) describe the amount number and type of securities to be included in such offeringUnderwritten 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, Underwriters in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.3.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.3.4 to be included therein on the same terms and conditions as any similar securities of the Company 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 determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions Underwriter(s) selected for such Shelf Underwriting. For avoidance of subsection 3.2doubt, this Section 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 Underwriting 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 securities solely to the Company’s existing shareholders, (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, 2.3.1 then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) Business Days days before the anticipated filing date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringUnderwritten Offering, which notice shall (Aa) describe the amount and type of securities to be included in such offeringUnderwritten 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, Underwriters in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.3.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.3.4 to be included therein on the same terms and conditions as any similar securities of the Company 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 determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions Underwriter(s) selected for such Shelf Underwriting. For avoidance of subsection 3.2doubt, this Section 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering.

Piggyback Rights. (a) If at any time following expiration of the Company Lockup Period (or any earlier, if a Holder proposes to conduct a registered offering ofexercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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 registration on Form S-4 or 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 will, at each such time 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 and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect thereto) Holder made within 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 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 registered; provided, that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. (a) If the Company or at any Holder proposes to conduct a registered offering of, or if time the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable for, or convertible into Equity Securities, forms promulgated for its own account, similar purposes) in a manner which would permit registration of Registrable Securities for a Demanding Holder or for sale to the account of shareholders of public under 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)Securities Act, other than for an underwritten secondary offering initiated by 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 HNA Holder under the Securities Act or any successor rule thereto)HNA Registration Rights Agreement, (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersit shall, (iv) for an offering of debt that is convertible into Equity Securities of the Companyat each such time, (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 give prompt written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but (which notice shall be given not less than ten (10) Business Days before prior to the anticipated filing date by the Company with the SEC of any registration statement with respect thereto and shall specify the intended method or methods of disposition and the number of Securities proposed to be registered) to each Holder of its intention to do so and of such Registration Statement orHolder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering if the managing underwriter advises the Company in writing (a copy of which shall be provided to each Holder) that, in its 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 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 any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters; (ii) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses 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 2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type each Holder of securities Registrable Securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based underwriters on the provisions same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of subsection 3.2a 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 Endo LLC, pursuant to that certain Registration Rights agreement, dated as of July 17, 2000, by and between the Company and Endo LLC, demands that the Company register any of its shares of Common Stock or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement other of its common equity securities under the Securities Act for sale for cash to the public under the Act (a “Demand Registration”), then Endo LLC will at such time make reasonable efforts to give prompt written notice to each Offeree of its intention to do so (the Piggyback Notice”) and of the rights of such Offeree under this Section 5.6(b), 5 business days after the Company’s filing of the registration statement relating to the Demand Registration. In such Piggyback Notice, Endo LLC shall waive any transfer restrictions under Section 1.1 hereof with respect to the Offerees’ shares of Common Stock solely in connection with the Demand Registration. Furthermore, such Piggyback Notice shall offer each such Offeree the opportunity to include in such registration statement such number of shares of Common Stock as such Offeree may request, in accordance with this Section 5.6(b). Upon the written request of an offering ofOfferee 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 the intended method of disposition thereof), Equity SecuritiesEndo LLC will use its best efforts to cause the Company to effect, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for in connection with the account of shareholders registration of the Company securities held by Endo LLC (or by the Company and by “LLC Shares”), the shareholders registration of all of the Company includingShares requested to be included by all of the Offerees (collectively, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereofthe “Offeree Shares”), other than to the extent required to permit the disposition (in accordance with such intended methods of disposition) of such shares of Common Stock so requested to be registered, provided that: (A) if, at any time after Endo LLC has given a Registration Statement (or any registered offering with respect thereto) (i) Piggyback Notice and prior to the effectiveness of the registration statement filed in connection with the proposed Demand Registration, Endo LLC shall determine for any employee stock option or other benefit plan, (ii) pursuant reason not 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities demand such registration of the CompanyLLC Shares, (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 Endo LLC shall give written notice of such proposed offering determination to the Offerees, and thereupon the Company and Endo LLC shall each be relieved of their obligations to effect the registration of the Offeree Shares; (B) if the Demand Registration is to be an underwritten registration on behalf of Endo LLC, and the managing underwriter(s) advises the Company, in writing that, in such firm’s opinion, the Demand Registration would be materially and adversely affected by the inclusion therein of any of the Common Stock requested to be included therein, the Company shall include in such Demand Registration: (1) First, all of the Holders LLC Shares; (2) Second, up to the full number of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date shares 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) describe the amount and type of securities Common Stock requested to be included in such offeringDemand Registration by the “Management Stockholders” (as such term is defined in the Principal Stockholders Agreement) and by the Offerees, which, in the intended method(s) of distribution, a good faith estimate opinion of the proposed maximum offering price managing underwriter(s), delivered in writing, can be sold without so materially and adversely affecting such Demand Registration (and, if less than the full number of such securitiesshares of Common Stock, allocated pro rata among the Management Stockholders and the name Offerees on the basis of the proposed managing Underwriter or Underwriterstotal number of shares of Common Stock requested to be included therein by the Management Stockholders and the Offerees); provided, however that with respect to the Management Stockholders and the Offerees, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(sunderwriter(s) in connection with such Demand Registration determines that such Demand Registration would be materially and adversely affected by the inclusion of Registrable Securities Common Stock owned by the Management Stockholders and the Offerees for sale for the benefit any reason, such managing underwriter(s) may in its sole discretion exclude all or, part of the Holders will have an adverse effect Common Stock requested to be included therein by the Management Stockholders and the Offerees on a pro rata basis, unless the priceCompany and the managing underwriter(s) shall agree to non pro rata treatment; and (3) Third, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can other securities requested to be included in the Underwritten Offering Demand Registration. (C) No registration of Common Stock effected under this Section 5.6(b) shall relieve the Company of its obligation to effect a registration of shares of Common Stock pursuant to the Endo LLC Registration Rights Agreement. (D) Promptly following its acceptance of the offer in the opinion Piggyback Notice, each Offeree shall deliver to Endo LLC the certificate or certificates representing the shares of the managing Underwriter(s), the Company shall not Common Stock to be required to offer such opportunity Transferred pursuant to such Holders offer by such Offeree, together with a limited power-of-attorney and other customary custodial agreements authorizing Endo LLC to sell or (2) if any Registrable Securities can be included in otherwise dispose of such Offeree Shares pursuant to the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2proposed Demand Registration.

Piggyback Rights. If If, at any time after the Company Warrant becomes exercisable in accordance with its terms, First Michigan shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan shall give written notice thereof to the Holder. Upon the written request of the Holder proposes given within ten days after receipt of any such notice from First Michigan, First Michigan shall, except as herein provided, cause all shares of First Michigan Common which the Holder shall request be included in such registration statement to conduct be so included; provided, however, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that if First Michigan decides not to proceed with a registered registration after the registration statement has been filed with the SEC and First Michigan's decision not to proceed is primarily based upon the anticipated public offering ofprice of the securities to be sold by First Michigan, or First Michigan shall promptly complete the registration for the benefit of the Holder if the Company proposes Holder agrees to file bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the shares of First Michigan Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a Registration Statement under proposed underwritten public offering, and if in the Securities Act good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with respect the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to an be included in the underwritten public offering ofhereunder may be reduced; provided, Equity Securitieshowever, or securities or other obligations exercisable or exchangeable forthat after any such required reduction, or convertible into Equity Securities, for its own account, for a Demanding Holder or the shares of First Michigan Common to be included in such offering for the account of shareholders the Holder shall constitute at least 25 percent of the Company (or by the Company and by the shareholders total number 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe the amount and type of securities shares 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes or exchangeable forany registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding Subsidiary Interests) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement 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 registered offering with respect theretoHolder made within ten (10) 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant a combined primary and secondary offering, only such differences, including any with respect to a Shelf Registrationrepresentations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the launch 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 offering, which notice shall (A) describe the amount and type of securities registration statement is anticipated 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Business Days.

Piggyback Rights. (a) If the Company or at any Holder proposes to conduct a registered offering of, or if time an Investor is in possession of Registrable Securities and the Company proposes to file effect an underwritten registration of any of its securities (other than in a Registration Statement Third Party Financing) under the Securities Act with respect to an offering of, Equity Securities, (other than any registration of Securities on Form S-4 or securities Form S-8 or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesany successor forms), for its own account, for a Demanding Holder or for the account of shareholders one or more stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown other than pursuant to Section 3.1 hereofthe Initial Shelf) (each, a “Proposed Registration”), 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 securities solely to the Company’s existing shareholders, (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 give prompt written notice of such proposed offering to all the Investors of the Holders of Company’s intention to do so. If an Investor’s Registrable Securities as soon as practicable but have not less than been included in the Proposed Registration, and within ten (10) Business Days before of the anticipated filing date receipt of any such notice such Investor delivers to the Company a written notice requesting to have any or all of its Registrable Securities included in such Proposed Registration Statement or, in (such notice to include the case number of an underwritten offering pursuant to a Shelf Registration, Registrable Securities that the launch date of such offering, which notice shall (A) describe the amount and type of securities Investor wishes to be included in such offeringthe Proposed Registration), the intended method(s) Company shall use its commercially reasonable efforts to cause such shares to be registered as requested in such notice. Notwithstanding any other provision of distributionthis Section 4.2(a), if the managing underwriter advises the Company that marketing factors require a good faith estimate limitation of the proposed maximum offering price number of such securitiesshares to be underwritten, and the name Company may limit the number of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders shares of Registrable Securities to be included in the opportunity to include Proposed Registration without requiring any limitation in such registered offering such the number of Registrable Securities as such Holders may request in writing within five (5) days after receipt shares to be registered on behalf of 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”), the Company; provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion number of Registrable Securities for sale for included in the benefit Proposed Registration pursuant to this Section 4.2(a) may not be reduced to less than twenty-five percent (25%) of the Holders will have an adverse effect on total number of shares requested by the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can Investors to be included in the Underwritten Offering in Proposed Registration (the opinion of the managing Underwriter(s“Cut Back Limit”), and any such cut back will be implemented on a pro rata basis according to the Company shall not be required number of shares requested by each Investor to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in Proposed Registration; provided, further, that nothing herein shall prevent the opinion Company from canceling or withdrawing any Proposed Registration prior to the filing or effectiveness thereof. Registrable Securities held by the Investors proposed to be included on a Proposed Registration shall have priority over all securities proposed to be included on such Registration Statement other than (i) securities to be sold by the Company unless the following clause (ii) applies, or (ii) if the Proposed Registration is pursuant to contractual demand rights of another Person, securities proposed to be included by such Person, which shall, subject to the Cut Back Limit, have priority over the Registrable Securities on such Registration Statement. (b) No Investor’s Registrable Securities shall be registered unless such Investor accepts the terms of the managing Underwriter(s)underwriting as approved by the Company for the offering; provided that the Investor may independently negotiate with the underwriters for the offering any representations and warranties that the Investor shall give to such underwriters in connection with the offering. In the event that an Investor is unable to agree with such underwriters on such representations and warranties or does not accept the terms of such underwriting, then the amount Company may proceed with the Proposed Registration without the participation of such Investor or the inclusion of any of such Investor’s Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Securities.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement 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 registered offering with respect theretoHolder 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 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 registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of other Securities being sold through underwriters under such Registration Statement orregistration, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. (a) If at any time following expiration of the Company or any Holder proposes Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register 1. 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 will use its best efforts to effect the registration under the Securities Act with respect of all Registrable Securities which the Holders have so requested to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own 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) be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (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 securities solely to the Company’s existing shareholders, (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 determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith); 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 soon as practicable but not less than ten (10) Business Days before apply to the anticipated filing date of such Registration Statement orCompany, with, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such combined primary and secondary offering, which notice shall (A) describe the amount only such differences, including any with respect to representations and type of securities to warranties, indemnification and liability insurance, as may be included customary or appropriate in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, combined primary 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 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2secondary offerings.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). The Company shall, providedin good faith, however, that if cause such Registrable Securities to be included in such 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company has been advised included in writing by such Piggyback Registration and to permit the managing Underwriter(s) that the inclusion resale or other disposition of such Registrable Securities for sale for in accordance with the benefit intended method(s) of the distribution thereof. All such Holders will have an adverse effect on the price, timing, or distribution of the Equity proposing to include Registrable Securities in an Underwritten Offering, then (1Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) if no Registrable Securities can be included in the selected for such Underwritten Offering in by the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2Company.

Piggyback Rights. If (a) Subject to the Company or any Holder terms and conditions hereof, whenever Monsoon proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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) registration by Monsoon (i) filed in connection with on a registration statement on Form F-4 or any employee stock option successor form, a registration statement on Form S-8 or other benefit plan, any successor form or (ii) pursuant to Section 2.01 or 2.03) (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“Piggyback Registration”), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 Monsoon shall give the Shareholders prompt written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable thereof (but not less than ten (10) Business Days before prior to the anticipated filing by Monsoon with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by Monsoon of the proposed minimum offering price of such securities. Upon the written request of a Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Shareholder) given within ten (10) Business Days after such Piggyback Notice is sent to such Shareholder, but in any event not later than one Business Day prior to the filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Piggyback Registration, Monsoon, subject to the launch date terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such offering, Registrable Securities held by Shareholders with respect to which notice shall (A) describe the amount and type of securities Monsoon has received such written requests for inclusion to be included in such offering, Piggyback Registration on the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, same terms and the name of the proposed managing Underwriter or Underwriters, if any, conditions as Monsoon’s securities being sold in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company 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 the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders 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 2.2 hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share 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), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities 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 (vid) for a dividend reinvestment plan, (e) for a rights offering or (f) filed pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable preliminary “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf 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 (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”). Subject to subsection 2.3.2, provided, however, that if the Company has been advised shall, in writing by good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use reasonable efforts to cause the managing Underwriter(s) that the inclusion Underwriter or Underwriters of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an a proposed Underwritten Offering, then (1) if no any, to permit the Registrable Securities can requested by the Holders pursuant to this subsection 2.3.1 to be 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 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 and comply with an underwriting agreement in customary form with the opinion Underwriter(s) selected for such Underwritten Offering. For purposes of the managing Underwriter(s)this Section 2.3, 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 not be required trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to offer include information with respect to a specific offering of Securities (and such opportunity to such Holders amendment or (2) if any Registrable Securities can be included supplement shall trigger the notice and participation rights provided for in the Underwritten Offering in the opinion of the managing Underwriter(sthis Section 2.3), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.

Piggyback Rights. If (but without any obligation to do so) the Company or any Holder proposes to register (including for this purpose a registration effected by the Company for holders of capital stock other than the Holders), or a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, or if the Company proposes to file a Registration Statement any of its stock under the Securities Act in connection with respect to an the public offering ofof such securities solely for cash, Equity Securitiesor any of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company equity securities (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 (registration relating solely to the sale of securities to participants in a Company stock plan 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 covered by Rule 145 promulgated under the Securities Act 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 successor rule thereto), (iii) for registration on any form which does not include substantially the same information as would be required to be included in a rights offering or an exchange offer or offering of securities solely to registration statement covering the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities sale 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 planRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities (collectively, the “Piggyback Holders”) as soon as practicable but not less than ten six (106) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Piggyback Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within five four (54) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company 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 Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be determined based on subject to such Piggyback Holder’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. (a) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, 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, conduct an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Offering, 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 securities solely to the Company’s existing shareholders, (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 give written notice of such proposed offering Underwritten Offering to all of the Holders of Registrable Securities as soon as practicable reasonably practicable, but not in no event less than ten (10) Business Days before the anticipated filing offering date of (four (4) Business Days before the anticipated offering date if such Registration Statement orUnderwritten Offering is an “overnight” offering or similar expedited offering (an “Expedited Offering”), undertaking to provide each Holder the opportunity to participate in such Underwritten Offering on the same terms and conditions as the Company. Each Holder will have seven (7) Business Days (three (3) Business Days in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (AExpedited Offering) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of any such written notice (unless to notify the Company as to whether it wishes to participate in such offering is an overnight or bought Underwritten Offering; provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in such Underwritten Offering. If the Company shall determine in its sole discretion to delay the proposed Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised shall provide written notice of such determination to the Holders and shall thereupon be permitted to delay such Underwritten Offering. In connection with any Underwritten Offering in writing by which any Holder is exercising piggyback rights pursuant to this Section 2.2, the Company shall be entitled to select the Underwriters in connection with such Underwritten Offering. (b) If the managing Underwriter(s) Underwriter of an Underwritten Offering advises the Company that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Shares by a Holder would materially adversely affect such Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not include in such Underwritten Offering, as to each Holder exercising piggyback rights pursuant to this Section 2.2 and any other Person or Persons having a contractual right to request their Common Shares be required included in such Underwritten Offering, that number of Common Shares that the Company is so advised can be sold in such Underwritten Offering without materially and adversely affecting such Underwritten Offering, determined as follows: (i) First, for the Holders electing to offer participate in such opportunity Underwritten Offering, such number of Registrable Shares equal to twenty-five percent (25%) of the number of Common Shares able to be sold as determined by the managing Underwriter; provided that Citi, as the Holder of the Pledged Shares, and Dolphin Fund, as the Holder of 161,833 Common Shares held by or for the account of Dolphin Fund as of the date hereof, shall have the right to participate in such Underwritten Offering on a pro rata basis prior to the other Holders; (ii) Second, for the Company, the remaining number of Common Shares able to be sold as determined by the managing Underwriter; (iii) Third, for each remaining holder of Common Shares securities who holds contractual piggyback rights, other than the Holders or described above in clause (i), the fraction of such holder’s Common Shares proposed to be sold that is obtained by dividing (A) the remaining number of Common Shares that such holder proposes to include in such Underwritten Offering by (B) the total remaining number of Common Shares proposed to be sold in such Underwritten Offering by all such holders; and (iv) Fourth, for each remaining holder of Common Shares, other than the Holders described above in clause (i) and the holders described above in clause (iii), if any, who are permitted by the Company to so participate, such number of Common Shares as is determined by multiplying (A) the remaining Common Shares able to be sold as determined by the managing Underwriter, by (B) the fraction obtained by dividing (1) the number of Common Shares that such holder proposes to include in such Underwritten Offering by (2) if any Registrable Securities can the total number of Common Shares proposed to be included sold in the such Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2by all such remaining holders.

Piggyback Rights. If Subject to Section 2.2.4, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders securityholders 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)Company, 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 relates 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 securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities 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 (viiv) for a dividend reinvestment planplan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless and in the case of an “overnight” or “bought” offering, such offering is an overnight or bought Underwritten Offering, then requests must be made by the Holders within one (1) day, in each caseBusiness Day after the delivery of any such notice by the Company) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company 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 in connection with an Underwritten Offering shall be determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. (a) If at any time or from time to time following 180 days after the Company or any Holder proposes to conduct a registered closing of the Corporation's firm underwritten initial public offering of, or if of Common Stock (the Company "IPO") the Corporation proposes to file with the Commission a Registration Statement registration statement (whether on Form S-1, X-0 xx S-3, XX-0, XX-0, xx any equivalent form then in effect) for the registration under the Securities Act with respect of any shares of Common Stock for sale to an offering of, Equity Securities, the public by the Corporation or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for on behalf of a Demanding Holder or for the account of shareholders stockholder of the Company Corporation for cash (or excluding any shares 2 of Common Stock issuable by the Company and by Corporation upon the shareholders exercise of the Company including, without limitation, an Underwritten Shelf Takedown pursuant employee or director stock options or solely relating to Section 3.1 hereof), other than a Registration Statement (Rule 145 transaction 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 shelf registration statement under Rule 145 promulgated under the Securities Act 415 or any successor rule theretoprovision initiated by the Company), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities Corporation shall give Hall at least 30 days prior written notice of the Companyfiling of the proposed registration statement. The notice shall include a list of the states and foreign jurisdictions, (v) for an “at if any, in which 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 planCorporation intends to qualify such shares. If Hall desires to have any part of his shares of Registrable Securities included in the coverage of such registration statement, then the Company Hall shall give written notice of such proposed offering thereof to all of the Holders Corporation (a "Participation Notice"). The Participation Notice shall state the number of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date 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) describe the amount and type of securities to be included in such offeringregistration (the "Specified Shares"). If a Participation Notice is given to the Corporation within 15 days after the date of the Corporation's notice, the intended method(s) Corporation shall, subject to the conditions and in accordance with the procedures set forth in Sections 5 and 6, and at its own expense as provided in Section 8, include in the coverage of distribution, a good faith estimate such registration statement and qualify for sale under the blue sky or securities laws of the proposed maximum various states, the Specified Shares; provided, if the registration of which the Corporation gives notice is for a registered public offering price involving an underwriting, the Corporation shall so advise Hall, and, provided further, if the managing underwriter for the Corporation indicates its belief in writing that the effect of including in the coverage of such securities, registration statement all or part of the Specified Shares and the name shares of Common Stock requested to be so included by other stockholders having contractual registration rights ("Other Requesting Stockholders") will materially and adversely affect the sale of the shares of Common Stock proposed to be sold by the Corporation (which statement of the managing Underwriter or Underwritersunderwriter shall also state the maximum number of shares, if any, in which can be sold by all such offering, holders without materially and (B) offer to all adversely affecting the sale of the Holders shares proposed to be sold by the Corporation (the "Maximum Shares")), then the number of Registrable Securities shares of Common Stock which Hall and the opportunity Other Requesting Stockholders shall collectively have the right to include in such registered offering such registration statement shall be reduced to the number of Registrable Securities as Maximum Shares set forth in such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion statement of the managing Underwriter(s)underwriter, such reduction to be effected on a pro rata basis (with respect only to Hall and the Company Other Requesting Stockholders who will continue to participate) in accordance with the number of shares requested to be so registered by each holder as compared to the total number of shares requested to be so registered by all holders. The Corporation shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in limit the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount number of Registrable Securities to be offered included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of Common Stock issued to employees, officers, directors, or consultants pursuant to any employee benefit plan, or, with respect to registrations under Section 3 or 4 hereof, in order to include in such registration securities registered for the accounts Corporation's own account or, with respect to registrations under this Section 2, in order to include in such registration Common Stock held by the Corporation as treasury stock. (b) The Corporation shall have the right to select any underwriters, including the managing underwriter, of Holders shall be determined based on any public offering of shares of Common Stock subject to the provisions of subsection 3.2this Section 2. Nothing in this Section 2 shall create any liability on the part of the Corporation to Hall if the Corporation should decide not to file or to withdraw such a registration statement in accordance with the terms of this Agreement. 3 (c) The Corporation may withdraw any registration statement and abandon any proposed offering initiated by the Corporation without the consent of Hall, notwithstanding the request of Hall to participate therein in accordance with this Section 2, if the Corporation determines that such action is in the best interests of the Corporation. The Corporation will promptly advise Hall of withdrawal of the Registration Statement. The Corporation shall have no right to withdraw any registration statement filed pursuant to Section 3 or 4 of this Agreement.

Piggyback Rights. If Subject to Section 2.3(c) and any applicable Lock-up, in connection with any Underwritten Shelf Takedown (whether pursuant to the exercise of a Demanding Holder’s demand rights or at the initiative of the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of Common Stock for its own 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) to registered primary offerings of the Company: (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to covered by a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretothereto or Form S-8), ; (ii) where the Common Stock is not being sold for cash; (iii) for where the offering is a rights offering or an exchange offer or bona fide offering of securities solely to the Company’s existing shareholdersother than shares of Common Stock, (iv) for an offering of debt that is even if such securities are convertible into Equity Securities or exercisable or exchangeable for shares of the CompanyCommon Stock, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, Block Trade; or (vi) for a dividend reinvestment planan Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe 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 Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s. Subject to Section 2.2(b) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)and any applicable Lock-up, the Company shall not be required to offer shall, in good faith, cause such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the accounts managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in the 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 determined based on subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the provisions of subsection 3.2Underwriter(s) selected for such Underwritten Offering.