Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or (v) a Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Offering pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and (v) for an exchange offer or offering of securities solely to the Registrable Securities are not then registered Company’s existing securityholders, (vi) for resale under a rights offering, (vii) for an effective registration statement and can be sold using the Prospectus included thereinequity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (ix) an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, If at any time on or after from time to time following the date the Company consummates an IPO, Lock-Up Period applicable to any Holder hereof 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 or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) to register the offering of securities in connection with a transaction to be registered on Form S-4 or (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders a Holder pursuant to this subsection Section 2.2.1 (to the extent that such Holder is not then subject to a Lock-Up Period) to be included in a 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 Registration Offering under this subsection Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and (v) on Form S-4 filed in connection with the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinBusiness Combination or (vi) filed pursuant to Section 2.3 hereof, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities then outstanding as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection Subsection 2.2.1 to be included in a 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 Registration Offering under this subsection Subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinor (v) filed pursuant to Section 2.3 hereof, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities then outstanding as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after time, subject to compliance by the date the Company consummates an IPOHolders with Section 3.3, 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 or for the account of stockholders equityholders of the Company for their account (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.2 hereof (subject to Section 2.3)), other than a Registration Statement (ia) filed in connection with any employee stock option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or Company, (ivd) for a dividend reinvestment plan, and or (e) for a corporate reorganization or transaction under Rule 145 of the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinAct, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration Statement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five three (53) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 holders proposing to distribute their Registrable Securities securities through an Underwritten a Piggyback Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOinitial Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), or otherwise effect an underwritten offering of securities, other than with respect to a Registration Statement (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 stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOinitial Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), or otherwise effect an underwritten offering of securities, other than with respect to a Registration Statement (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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date If the Company consummates an IPOproposes 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 common equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into common equity securitiessecurities of the Company, for its own account or (but not for the account of stockholders of the Company (or by the Company and by the other stockholders of the 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) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered plan or (v) for resale under an effective registration statement and can be sold using the Prospectus included thereina Block Trade, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but Holder not less than ten three (103) 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 Statement, 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, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities Holder the opportunity to register the sale of include in such registered offering such number of Registrable Securities Shares as such Holders the Holder may request in writing within five three (53) days Business Days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities Shares to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Registration underwritten offering to permit the Registrable Securities Shares requested by the Holders Holder pursuant to this subsection 2.2.1 Section 2.7(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing The inclusion of the Holder’s Registrable Shares in a Piggyback Registration shall be subject to distribute their Registrable Securities through an Underwritten Registration under this subsection 2.2.1 shall enter into an underwriting the Holder’s agreement in customary form with the Underwriter(s) selected for such Underwritten Registration to abide by the Companyterms of Section 3.2 below.

Piggyback Rights. If, at If (but without any time on or after the date the Company consummates an IPO, obligation to 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), or a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, any of its stock under the Securities Act in connection with respect to an the public offering of equity securities, or such securities or other obligations exercisable or exchangeable for, or convertible into equity securities, solely for its own account or for the account of stockholders of the Company cash (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities registration relating solely to the Company’s existing stockholderssale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, (iii) for an offering a registration in which the only stock being registered is Common Stock issuable upon conversion of debt that is convertible into equity securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinSecurities), then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by Offering. Notwithstanding anything to the Companycontrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement the Company proposes to file is solely for purposes of a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such registration statement, the Company is in compliance with its obligations under Section 2.1.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 into, equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.2 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 a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered (v) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145), or (vi) for resale under an effective registration statement and can be sold using the Prospectus included thereina Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) 10 business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering, pursuant to a shelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), including a Shelf Registration Statement but other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities that are not then subject to a Lock-up Period the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If(i) Subject to Section 4(c), if at any time on or after the date hereof the Company consummates an IPO, the Company proposes to file files a Registration Statement under in connection with an Apollo Registration Demand, the Securities Act exercise of any demand rights by any other holder of Company securities possessing any demand rights, or otherwise (other than in connection with a dividend reinvestment plan or a rights offering or a registration on Form S-4 or S-8 or any successor form to such forms or any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), in each case with respect to an offering that includes any shares of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCommon Stock, then the Company shall give written prompt notice of such proposed filing (the “Piggyback Notice”) to all of the Holders and the Holders shall be entitled to include in such Registration Statement the Registrable Securities held by them. The Piggyback Notice shall offer the Holders the right, subject to Section 4(c) (the “Piggyback Registration Right”), to register such number of shares of Registrable Securities as soon as practicable but not less than ten each Holder may request and shall set forth (10X) days before the anticipated filing date of such Registration Statement, which notice shall Statement and (AY) describe the amount and type number of securities shares of Common Stock that are proposed to be included in such offeringRegistration Statement. Subject to Section 4(c), the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, Company shall include in such offering, and (B) offer to all of the Holders Registration Statement such shares of Registrable Securities the opportunity for which it has received written requests to register the sale of such number of Registrable Securities as such Holders may request in writing shares within five fifteen (515) days after receipt of such written notice the Piggyback Notice has been given. (such Registration a “Piggyback Registration”). ii) The Company shallmay decline to file a Registration Statement after giving the Piggyback Notice, in good faith, cause such Registrable Securities to be included in or withdraw a Registration Statement after filing and after such Piggyback Registration and shall use its best efforts Notice, but prior to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 effectiveness of the Registration Statement; provided that the Company included shall promptly notify each Holder in writing of any such action; provided, further, that the Company shall bear all reasonable expenses incurred by such Holder or otherwise in connection with such withdrawn 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyStatement.

Piggyback Rights. IfSubject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOits initial Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten three (103) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders (on their own behalf or on behalf of their Permitted Transferees) may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company. Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set forth under this Section 2.2.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the seventh anniversary of the Effective Date.

Piggyback Rights. If, at any time on or after the date If the Company consummates an IPOproposes 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 the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company)Significant Shareholders, other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, including any registration statement on Form S-8, (ii) for an exchange offer on Form F-4 or offering of securities solely S-4 (or similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered or (v) for resale under an effective registration statement and can be sold using the Prospectus included thereina Block Trade (as defined below), then the Company shall give written notice of such proposed filing offering to all of the Holders of Eligible Investors holding Registrable Securities as soon as practicable but not less than ten (10) five days before the anticipated filing date of the relevant registration statement or, in the case of an underwritten offering pursuant to a shelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statementoffering, which notice shall (A) describe the expected amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Holders of Eligible Investors holding Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders Eligible Investors may request in writing within five (5) two days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”, and the Eligible Investors making such request, the “Requesting Piggyback Holders”). The Subject to Section 6.1(1), the Company shall, in good faith, cause such Registrable Securities so requested to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten such Piggyback Registration to permit the such Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Eligible Investor’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Eligible Investor’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Registration by the Company.underwritten offering. For purposes hereof:

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOinitial Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name name(s) 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after following the date expiration of the applicable Lock-Up Period, if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity securities of the Company or Company, (ivv) for a dividend reinvestment plan, and the Registrable Securities are not then registered or (vi) for resale under an effective registration statement and can be sold using the Prospectus included thereinOther Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) five business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) two days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 5(c), and except in connection with the IPO (for which this Section 5(a) shall not apply), if the Corporation at any time on or after the date the Company consummates an IPO, 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 (a “Corporation Registration”) or for the account of stockholders any Stockholder possessing demand rights (including, for the avoidance of doubt, in connection with an Apollo Registration Demand or Xxxxxx Registration Demand) (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), it 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 stockholders of the CompanyStockholders’ rights under this Section 5. Upon the written request of a Stockholder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), 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 gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Corporation, subject to Section 5(c), shall use its commercially reasonable efforts to effect the registration 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) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company Corporation shall give written notice of such proposed filing determination to all the Stockholders requesting registration under this Section 5 (which such Stockholders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before Corporation to pay the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included Expenses in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringconnection therewith), and (Bii) offer to all of in the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters case of a proposed Underwritten Registration determination to permit the delay registering, shall be permitted to delay registering any Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on Securities, for the same terms and conditions period as any similar securities of the Company included delay in registering 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Companysecurities.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOClosing Date, the Company PubCo 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, or to effect an Underwritten Offering, for its own account or for the account of stockholders of the Company PubCo (or by the Company PubCo and by the stockholders of the CompanyPubCo including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPubCo’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company PubCo or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company PubCo shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or anticipated commencement date of the offering, which as applicable, such notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if anyUnderwriter(s), in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of of, or include in such offering, such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo 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 Registration Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the CompanyPubCo.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOthe Business Combination, the Company proposes to file a Registration Statement Statement, except for the Sponsor Registration Statement, under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities 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 Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3 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 pursuant to a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders persons other than the Holders of the Company (or by the Company and by the stockholders of the Company)Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company 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 (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a 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 Registration Offering under this subsection 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. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this Section 2.2.1 before the effective date of such Registration, whether or not any Holder has elected to include Registrable Securities in such Registration, provided that the Company shall be responsible for the Registration Expenses incurred in connection with a Piggyback Registration by the CompanyHolders.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOinitial Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offer, (iii) for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company or (ivv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and or (b) consummate an Underwritten Offering for its own account or for the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using account of stockholders of the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing 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) days before the anticipated filing date of such Registration Statement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days in the case of filing a Registration Statement and (2) two Business Days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) Business Day), in each case after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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, for its own account or for the account of stockholders shareholders of the Company (excluding registration statements relating to any registration under Section 1 above or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with to any employee stock option benefit plan or a corporate reorganization or other benefit planRule 145 transaction, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering and sale of debt securities, or a registration on any registration form that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are does not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinpermit secondary sales), then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities each Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementregistration statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities each Holder the opportunity to 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 (such Registration registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Registration underwritten offering to permit the Registrable Securities requested by the Holders such Holder pursuant to this subsection 2.2.1 Section 2 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing For purposes of clarity, any registration effected pursuant to distribute their Registrable Securities through an Underwritten this Section 2 shall not be counted as a registration pursuant to a Demand Registration effected under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanySection 1 above.

Piggyback Rights. If(a) Subject to the terms and conditions hereof and the Stockholders Agreement, at any time on or after the date the Company consummates an IPO, whenever 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 or for the account of stockholders of than a registration by the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with on a registration statement on Form S-4 or any employee stock option successor form, a registration statement on Form S-8 or other benefit plan, any successor form or (ii) for an exchange offer pursuant to Section 2.01 or offering of securities solely to the Company’s existing stockholders, 2.03) (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”), the Company shall give the Stockholders prompt written notice thereof (but not less than ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). The 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 Commission, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by the Company shallof the proposed minimum offering price of such securities. Upon the written request of a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Stockholder) given within ten days after such Piggyback Notice is sent to such Stockholder, in good faiththe Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Stockholders with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 the Company’s securities of the Company included being sold 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPOfrom time to time, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) to register the offering of securities in connection with a transaction to be registered on Form F-4 or S-4 or (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, offer to all of the Holders of Registrable Securities Holder the opportunity to register the sale of such number of Registrable Securities as such Holders the Holder may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders Holder 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 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 The Holder when proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or (v) a Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If(i) Subject to Section 2(b)(ii), if the Company at any time on or after the date the Company consummates an IPO, the Company proposes to file a Registration Statement any other registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company another person (or by the Company and by the stockholders of the Company), other than a Registration Statement registration statement on Form S-4 or S-8 (ior any substitute form that may be adopted by the Commission) filed in connection or any registration statement associated with any employee stock option or equity line of credit and other benefit planthan a registration pursuant to Section 2(a) hereunder), (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all each of the Holders Investors at the address set forth in the register of Registrable Securities the Company as soon as reasonably practicable (but not in no event less than ten fourteen (1014) days before the anticipated filing date of on which such Registration Statementregistration will be first filed with the Commission), which notice shall (A) describe the amount and type of securities undertaking to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities provide each Investor the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 such number and type of Registrable Securities as such Investor may request (a "Piggyback Registration"). Such written notice shall be clearly marked and the Company shall take reasonable steps to confirm receipt thereof from each such Investor. Each Investor will have five (5) business days after receipt of any similar securities such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should an Investor fail to provide timely notice to the Company, such Investor will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of a person other than the Company, the Company will, subject to Section 2(b)(ii), use its best efforts to have the shares of Registrable Securities that the Investors wish to sell included in the Registration Statement. If the Company shall determine in its sole discretion not to register or to delay the proposed offering, the Company shall provide written notice of such determination to the Investors and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the Company included in such Registration and obligation to permit the sale or other disposition of register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering. (ii) If a registration pursuant to this Section 2(b) involves an underwritten offering, and the managing underwriter shall advise the Company in writing, that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Company, or that the kind of securities requested or otherwise proposed to be included in such registration statement would materially and adversely effect the success of such offering, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (A) if the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be registered by the Company, (y) second, the securities and Registrable Securities which have been requested to be included in such registration by the Investors and any other persons having the right to include securities in such registration statement pro rata in accordance with the intended method(saggregate number of securities requested to be included by the Investors and such other persons; and (z) third, securities of distribution thereof. All other persons, if any, requested to be included in such Holders proposing registration pro rata in accordance with the number of other securities proposed to distribute their be registered by such other persons, and (B) if the registration is a secondary registration on behalf of other persons, (x) first, the securities proposed to be registered by such other persons, (y) second, the securities and Registrable Securities through an Underwritten Registration under this subsection 2.2.1 shall enter into an underwriting agreement which have been requested to be included in customary form such registration by the Investors and any other persons having the right to include securities in such registration statement pro rata in accordance with the Underwriter(saggregate number of securities requested to be included by the Investors and such other persons; and (z) selected for third, securities which have been requested to be included in such Underwritten Registration registration by the Company and by other persons, if any, pro rata in accordance with the aggregate number of other securities proposed to be registered by the Company and such other persons. In the event a contemplated distribution does not involve an underwritten public offering, the determinations contemplated by this Section 2(b)(ii) shall be made by the Company's Board of Directors.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement registration statement (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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under (v) a Form S-4 (or any successor form thereto) in connection with a business combination, or (vi) a post-effective amendment to an effective existing registration statement and can be sold using the Prospectus included thereinstatement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the such 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders or in connection with an acquisition of a business on Form F-4, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) days Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to shares of the date the Company consummates an IPO, Common Stock and Release Date II as it relates to Warrant Shares 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 into, equity securities, by the Company for its own account or for the account of stockholders securityholders of the Company for their accounts (or by the Company and by the stockholders securityholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurityholders, (iii) for an offering of debt that is convertible into equity securities of the Company Company, (iv) filed in connection with the registration of Common Stock pursuant to Section 7.4 of the Warrant Agreement or (ivv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten fifteen (1015) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five ten (510) days after following receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 to be included 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Registration under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or (v) filed in connection with a Business Combination, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOinitial Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinor (v) a Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to the provisions of Section 4.1 hereof, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany other than a Demand Registration governed by Section 2.1 or a Shelf Registration, Shelf Offering or Block Trade governed by Section 2.3), other than a Special Registration Statement (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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinStatement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten fifteen (1015) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Company.

Piggyback Rights. IfIf Parent or any Holder proposes to conduct a registered offering of, at any time on or after the date the Company consummates an IPO, the Company if Parent proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of equity securities, Parent or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesEquity Securities of Parent, for its own account or for the account of stockholders of the Company Parent (or by the Company Parent and by the stockholders of the CompanyParent including an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyParent’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities Equity Securities of the Company Parent, or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company Parent shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten four (104) calendar days before the anticipated filing date of such Registration StatementStatement 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, 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 register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five three (53) calendar days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Company shall, in good faith, Parent shall cause such Registrable Securities 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 Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company Parent included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall enter into an underwriting be subject to such Holder’s agreement in customary form with the Underwriter(s) selected for such Underwritten Registration to abide by the Companyterms of Section 2.6 below.

Piggyback Rights. If, at any time on or after the date If the Company consummates an IPOor the SLL Investor Holders propose 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 securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders equity holders of the Company (or by the Company and by the stockholders of the Companyincluding, without limitation, an Underwritten Shelf Takedown pursuant to subsection 2.1.3 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 stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) five days before the anticipated filing date of such Registration StatementStatement 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, 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 register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) three days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. The Holders, other than SLL Investor Holders and Third Party Investors, shall have rights to Piggyback Registration under this subsection 2.2.1 only for so long as (i) the beneficial owner of such Registrable Securities (with respect to such Holder’s Registrable Securities, the “Holder Representative”) is a member of the board of directors of the Company and (ii)(a) the Underwritten Shelf Takedown subject to such Piggyback Registration includes a roadshow pursuant to subsection 3.1.15 or (b) the Underwritten Shelf Takedown subject to such Piggyback Registration subjects such Holders to a lock-up in excess of 45 days from the date of pricing such offering, and any notice requirement set forth in this subsection 2.2.1 shall, with respect to such Holders, be satisfied by delivery of such applicable notice to the Companyapplicable Holder Representative in lieu of the applicable Holder.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, ; (ii) for an exchange offer or offering of rights or securities solely to the Company’s existing stockholders, ; (iii) for an offering of debt that is convertible into equity securities of the Company Company; or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall shall: (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, ; and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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, for its own account or for the account of stockholders shareholders of the Company (excluding registration statements relating to any registration under Section 1 above or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with to any employee stock option benefit plan or a corporate reorganization or other benefit planRule 145 transaction, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering and sale of debt securities, or a registration on any registration form that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are does not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinpermit secondary sales), then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities each Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementregistration statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities each Holder the opportunity to 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 (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Registration underwritten offering to permit the Registrable Securities requested by the Holders such Holder pursuant to this subsection 2.2.1 Section 2 to be included in a 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 For purposes of clarity, any Registration effected pursuant to distribute their Registrable Securities through an Underwritten this Section 2 shall not be counted as a Registration pursuant to a Demand Registration effected under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Company.Section 1 above. [Schedule B]

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPOfrom time to time, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) to register the offering of securities in connection with a transaction to be registered Form S-4 or (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such the Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration 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 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 The Holders when proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, (a) If at any time on or after the Effective Date, (i) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Company consummates an IPOEffective Date or (ii) at any time during the 24 month period following the effective date of the Shelf Registration Statement, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete) and 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof or the Shelf Registration Statement), other than a Registration Statement (iA) filed in connection with any employee stock option or other benefit plan, (iiB) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (ivC) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing effectiveness date of such Registration Statement, which notice shall (A1) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Registration. (b) If at any time on or after the Effective Date, the Company proposes to effect an Underwritten Offering for its own account or for the account of stockholders of the Company (a “Company Underwritten Offering”), the Company shall notify, in writing, all Holders of Registrable Securities of such demand, and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering (each such Holder, a “Company Underwritten Shelf Offering Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Company Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled, subject to subsection 2.2.2 and Section 2.3 hereof, to have its Registrable Securities included in the Company Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through the Company Underwritten Offering shall enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Company. The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a any proposed Company Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.2.1(b) to be included in a Piggyback Registration such Company Underwritten Offering on the same terms and conditions as any similar securities of the Company included in such Registration Company Underwritten Offering and to otherwise 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 any Company Underwritten Registration Offering under this subsection 2.2.1 2.2.1(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company; provided, however that any obligation of any such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Holder shall be in proportion to such net amounts.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, (1) 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 shares of Common Stock or other obligations equity securities exercisable or exchangeable for, or convertible into equity securitiesinto, shares of Common Stock, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company)other stockholders, other than a Registration Statement registration statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) a registration statement on Form S-4 or S-8 (or any successor forms), (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company or Company, (ivv) for a dividend reinvestment planplan or similar plans, and the Registrable Securities are not then registered for resale under an effective (vi) filed pursuant to a shelf registration statement and can be sold using on Form S-3, or (vii) filed in connection with any business combination or acquisition involving the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing offering to all of the Holders of Eligible Subscribers holding Registrable Securities as soon as practicable (but not less than ten (10) days before prior to the anticipated filing date by the Company with the Commission of such Registration Statementany registration statement with respect thereto), which notice shall (A) describe the expected 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), the proposed date of filing of such registration statement with the Commission and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, in each case to the extent then known, (B) describe such Eligible Subscribers’ rights under this Section 7(d) and (BC) offer to all of the Holders of Eligible Subscribers holding Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders Eligible Subscribers may request in writing within five ten (510) days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”, and the Eligible Subscribers making such request, the “Requesting Piggyback Holders”). The Subject to Section 7(d)(2), the Company shall, in good faith, cause such Registrable Securities so requested to be included in such Piggyback Registration and and, if applicable, shall use its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten such Piggyback Registration to permit the such Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein 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 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 The inclusion of any Eligible Subscribers’ Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Eligible Subscribers’ agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Registration underwritten offering. For purposes hereof: “Eligible Subscriber” means (x) each Incentive Share Subscriber and its permitted transferees, to the extent they hold Registrable Securities, and (y) Monex, but only with respect to the Monex PIPE Shares; “Registrable Security” shall mean any of the shares of Common Stock beneficially owned by an Eligible Subscriber until the earliest to occur of: (A) a registration statement with respect to the sale of any such shares of Common Stock shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (B) any such shares of Common Stock shall have ceased to be outstanding; (C) any such shares have been sold without registration pursuant to Rule 144 (or any successor rule promulgated thereafter by the CompanyCommission); (D) such shares of Common Stock shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such shares of Common Stock shall not require registration under the Securities Act; and (E) any such shares of Common Stock have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section 7(d), 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 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 in this Section 7(d)).

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered plan or (v) for resale under an effective registration statement and can be sold using the Prospectus included thereina Demand Registration pursuant to Section 2.1 hereof (for which Section 2.1 shall apply), then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company Purchaser consummates an IPOthe Business Combination, the Company Purchaser 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 securitiessecurities (“Offering Securities”), for its own account or for the account of stockholders of the Company Purchaser (or by the Company Purchaser and by the stockholders of the CompanyPurchaser including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company Purchaser or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company Purchaser shall give written notice of such proposed filing to all of the Holders of Vendors holding Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Vendors holding Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders Vendors may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company Purchaser shall, in good faith, 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 Registration Offering to permit the Registrable Securities requested by the Holders Vendors 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 Purchaser 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 Vendors proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the CompanyPurchaser.

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPOfrom time to time, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) to register the offering of securities in connection with a transaction to be registered Form S-4 or (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, offer to all of the Holders of Registrable Securities Holder the opportunity to register the sale of such number of Registrable Securities as such Holders the Holder may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders Holder 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 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 The Holder when proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company SPAC consummates an IPOa Business Combination, 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 into, equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Subject to Section 2.2.2 hereof, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the CompanyCompany (and noting that no holder of Registrable Securities included in such Underwritten Offering shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Xxxxxx has furnished in writing expressly for inclusion in such Registration Statement).

Piggyback Rights. If, at any time on or after the date If the Company consummates an IPOproposes 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement 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 pursuant to a registration statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities Purchaser as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementregistration statement, the 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, 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 Purchaser the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders the Purchaser may request in writing within five (5) days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2(b), the Company shall, shall in good faith, faith cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) (if any) of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders Purchaser pursuant to this subsection 2.2.1 Section 2(a) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Purchaser’s Registrable Securities through in a Piggyback Registration for an Underwritten Registration under this subsection 2.2.1 underwritten offering shall be subject to the Purchaser’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Registration by the Companyunderwritten offering.

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPOClosing, the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by Purchaser for its own account or for the security holders of Purchaser for their account of stockholders of the Company (or by the Company Purchaser and by the stockholders security holders of the CompanyPurchaser), other than the Shelf Registration Statement to be filed pursuant to Section 2.1.1, and other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing stockholderssecurity holders, (iii) for an offering of debt that is convertible into equity securities of the Company Purchaser, or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company Purchaser shall (x) give written notice of such proposed filing to all of the Holders of Investors holding Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offeringoffering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders Investors may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). The Company shallTo the extent permitted by applicable securities laws with respect to such registration by Purchaser or another demanding security holder, in good faith, Purchaser shall use its reasonable best efforts to cause (i) such Registrable Securities to be included in such Piggyback Registration registration and shall use its best efforts to cause (ii) the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Registration Purchaser 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 Investors holding Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Registration under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPO, and from time to time 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, Equity Securities for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities shares of capital stock of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinor (v) a Form F-4 or S-4 (or any successor form thereto) in connection with a business combination, then the Company shall give written notice of such proposed filing registration to all of the Holders of Registrable Securities as soon as practicable but not less no later than ten (10) days before prior to the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company other than pursuant to Section 2.1 and by the stockholders 2.3 of the Companythis Agreement), other than a Registration Statement (i) filed in connection with any employee stock option equity compensation or other benefit plan, (ii) for an exchange offer or offer, (iii) for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) filed on Form S-4 related to any merger, acquisition, business combination or other transaction subject to Rule 145 under the Securities Act (ivor any successor thereto), (vi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or (vii) any Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company US-DOCS\119985520.5 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing 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 StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering. For the avoidance of doubt, the notice periods set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.1.4 or Block Trades conducted in accordance with Section 2.4. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five business days before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2.1 and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the CompanyCompany pursuant to this Section 2.2.1.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinor (v) a Form S-4 (or any successor form thereto) in connection with a business combination, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the such 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in on 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 registering equity securities of the Company issued or (iv) for issuable further a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinprivate placement, then the Company shall give written notice of such proposed filing to all of the Holders Holder of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders Holder of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders the Holder may request in writing within five (5) days after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders Holder 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 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 If the Holder proposes to distribute their Registrable Securities through an Underwritten Registration Offering under this subsection 2.2.1 2.2.1, the Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to the date 3,593,750 shares of Common Stock and Release Date II as it relates to the Company consummates an IPOWarrant Securities, 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 into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 to be included 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Registration under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 into, equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under plan or an effective registration statement and can be sold using the Prospectus included thereinat-the-market offering or (v) on Form S-4 or Form S-8 or their successor forms, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) five business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a 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 Registration Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and or (b) consummate an Underwritten Offering for its own account or for the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using account of stockholders of the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing 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) days before the anticipated filing date of such Registration Statement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days in the case of filing a Registration Statement and (2) two business days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, If at any time on or after the date the Company consummates an IPOhereof, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s 's existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall shall: (a) give written notice of such proposed filing to all of the Holders of Registrable Securities Holder as soon as practicable but not in no event less than ten (10) 20 days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering; and (b) offer in such offering, and (B) offer notice to all of the Holders of Registrable Securities Holder the opportunity to register the sale of such number of shares of Registrable Securities as such Holders the Holder may request in writing within five (5) 10 days after following receipt of such written notice (such Registration a “Piggyback Registration”"PIGGYBACK REGISTRATION"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing 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 StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by Offering. For the Companyavoidance of doubt, the notice periods set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.1.4 or Block Trades conducted in accordance with Section 2.4.

Piggyback Rights. If, at any time on or after the date If the Company consummates an IPOproposes 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement 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 pursuant to a registration statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities Purchaser as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementregistration statement, the 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, 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 Purchaser the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders the Purchaser may request in writing within five (5) days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2(b), the Company shall, shall in good faith, faith cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) (if any) of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders Purchaser pursuant to this subsection 2.2.1 Section 2(a) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Purchaser’s Registrable Securities through in a Piggyback Registration for an Underwritten Registration under this subsection 2.2.1 underwritten offering shall be subject to the Purchaser’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Registration by the Companyunderwritten offering.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOa Business Combination, the Company proposes to file a Registration Statement US-DOCS\127167585.4 under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.01 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.02(a) to be included in a 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 Registration Offering under this subsection 2.2.1 2.02(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and or (b) consummate an Underwritten Offering for its own account or for the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using account of stockholders of the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing 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) days before the anticipated filing date of such Registration Statement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days in the case of filing a Registration Statement and two (2) business days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities 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 Registration 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 included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3 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 pursuant to a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any (a) Each time on or after the date the Company consummates an IPO, the Company proposes is planning 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, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option the sale of Units 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 by (i) the Company (other than in connection with an IPO or a registration statement on Form S-4 or S-8 or any similar or successor form) or (ivii) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then AS Persons (the Company shall or the AS Persons in such case, the “Initiating Party”), the Company will give prompt written notice of such proposed filing thereof to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before Members at least 15 Business Days prior to the anticipated filing date of such Registration Statementregistration statement. Upon the written request of the Members made within 15 days after the receipt of any such notice from the Company, which notice shall request will specify the number of Registrable Securities (A) describe such securities, together with any other Units or other equity securities of the amount and type of securities Company requested to be included in such offeringregistration statement by any other Person pursuant to similar registration rights, the “Piggy-Back Securities”) intended method(s) to be disposed of distribution, and by the name of the proposed managing Underwriter or Underwriters, if any, Members in such offering, and (B) offer the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Piggy-Back Securities which the Company has been so requested to register by the Members to the extent required to permit the disposition of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Piggy-Back Securities to be included registered; provided, that (x) 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 Piggyback Registration registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Securities and shall use thereupon will be relieved of its best efforts obligation to cause register any Piggy-Back Securities in connection with such registration, and (y) if such registration involves an underwritten offering, each such holder must sell its Units or other equity interests of the managing Underwriter or Underwriters of a proposed Underwritten Registration Company to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as any similar apply to the Initiating Parties. (b) If a registration pursuant to this Section 9.01 involves an underwritten offering and the managing underwriter or underwriters advise the Company that, in their opinion, (i) the number of Registrable Securities which the Initiating Party intends to include in such registration, together with the Piggy-Back Securities, exceeds the largest number of such securities which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which the Registrable Securities can be sold) or (ii) the inclusion of the Piggy-Back Securities in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the securities, if any, that the Company proposes to sell for its own account, and (B) second, to the extent that the number of securities which the Company proposes to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggy-Back Securities of each holder (including AS Persons if they are the Initiating Party) determined pro rata on the basis of the portion of the Units or other equity 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration being sold that is owned by the Companyeach holder requesting registration.

Piggyback Rights. IfIf the Issuer proposes to conduct a registered offering of, at any time on or after if the date the Company consummates an IPO, the Company Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company)Significant Shareholders, other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, including any registration statement on Form S-8, (ii) for an exchange offer on Form F-4 or offering of securities solely Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Issuer (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered or (v) for resale under an effective registration statement and can be sold using the Prospectus included thereina Block Trade (as defined below), then the Company Issuer shall give written notice of such proposed filing offering to all of the Holders of Eligible Subscribers holding Registrable Securities as soon as practicable but not less than ten five (105) business days before the anticipated filing date of the relevant registration statement or, in the case of an underwritten offering pursuant to a shelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statementoffering, which notice shall (A) describe the expected amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Holders of Eligible Subscribers holding Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders Eligible Subscribers may request in writing within five three (53) business days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”, and the Eligible Subscribers making such request, the “Requesting Piggyback Holders”). The Company Subject to Section ‎5.9(1), the Issuer shall, in good faith, cause such Registrable Securities so requested to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten such Piggyback Registration to permit the such Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Eligible Subscriber’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Eligible Subscriber’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Registration by the Company.underwritten offering. For purposes hereof:

Piggyback Rights. If, at If (but without any time on or after the date the Company consummates an IPO, obligation to 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), or a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, any of its stock under the Securities Act in connection with respect to an the public offering of equity securities, or such securities or other obligations exercisable or exchangeable for, or convertible into equity securities, solely for its own account or for the account of stockholders of the Company cash (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities registration relating solely to the Company’s existing stockholderssale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, (iii) for an offering a registration in which the only stock being registered is Common Stock issuable upon conversion of debt that is convertible into equity securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinSecurities), then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by Offering. Notwithstanding anything to the Companycontrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement the Company proposes to file is solely for purposes of a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such registration statement, the Company is in compliance with its obligations under Section 2.1.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 into, equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or (v) on Form S-4 or Form S-8 or their successor forms, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities 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 Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a 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 Registration Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 into, equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under plan or an effective registration statement and can be sold using the Prospectus included thereinat-the-market offering or (v) on Form S-4 or Form S-8 or their successor forms, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten five (105) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a 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 Registration Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the date the Company consummates an IPOthe Merger, 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 or for the account of stockholders of the Company (or other than holders of any securities subject to that certain Registration Rights Agreement, dated as of November 3, 2022, by and among the Company and by certain institutional investors party thereto, as amended on January 5, 2023 (the stockholders of the Company“Existing Registration Rights Agreement”), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementpracticable, which notice shall (Ai) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include such number of Registrable Securities as such Holders may request in writing within five two (52) business days (unless such offering is an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to the provisions of subsection ‎2.2.2 and Section ‎2.5 hereof, if, at any time on or after the date the Company consummates an IPOthe Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option pursuant to Section ‎2.2, 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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of include such number of Registrable Securities as such Holders may request in writing within five two (52) days (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 ‎2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 ‎2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall 2.2.1shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to the date 12,937,500 shares of Common Stock, Release Date II as it relates to the Company consummates an IPOPrivate Warrant Securities and Release Date III as it relates to the Sponsor Warrant Securities, 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 into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 to be included 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Registration under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or From and after the date Effective Time, unless the Holders have delivered to the Company consummates an IPOOpt-Out Notice (and only for so long as such Opt-Out Notice is effective pursuant to the terms set forth therein), if the Company 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 common equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into common equity securitiessecurities of the Company, for its own account or (but not for the account of stockholders of the Company (or by the Company and by the other stockholders of the 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) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered (v) in connection with an “at-the-market” offering or similar continuous offering program, (vi) filed on Form S-4 in connection with an acquisition; or (vii) for resale under an effective registration statement and can be sold using the Prospectus included thereina Block Trade, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten three (103) 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 Statement, 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, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities Shares as such the Holders may request in writing within five three (53) days Business Days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities Shares to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Registration underwritten offering to permit the Registrable Securities Shares requested by the Holders pursuant to this subsection 2.2.1 Section 2.6(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing The inclusion of the Holders’ Registrable Shares in a Piggyback Registration shall be subject to distribute their Registrable Securities through an Underwritten Registration under this subsection 2.2.1 shall enter into an underwriting the Holders’ agreement in customary form with the Underwriter(s) selected for such Underwritten Registration to abide by the Companyterms of Section 3.2 below.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPOhereof, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and (v) on Form S-4 filed in connection with the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinBusiness Combination or (vi) filed pursuant to Section 2.1 hereof, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities then outstanding as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Subsection 2.3.1 to be included in a 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 Registration Offering under this subsection 2.2.1 Subsection 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, If at any time on or after the date before April 30, 1999 ---------------- the Company consummates files a registration statement (defined for purposes of this Section 7 to include a Notification under Regulation A) under the Securities Act of 1933, as amended (the "Securities Act":) which relates to an IPOoffering of securities of the Company (except a registration statement on Form S-4, Form S- 8, a registration on any form that does not permit secondary sales or a registration of any securities of the Company in the form of an initial public offering) or any securities of the Company held by any shareholder, the Company proposes shall cause such registration statement and the prospectus included therein to file a Registration Statement under also, at the written request to the Company by the Holder of the Warrant, Warrant Stock, include and relate to, and meet the requirements of the Securities Act with respect to an offering the Warrant Stock held by any such requesting Holder so as to permit the public sale thereof in accordance with the Securities Act. Notwithstanding anything herein to the contrary, the registration rights granted in this subsection (a) shall not apply to any shares of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account Warrant Stock which have not been purchased through exercise of stockholders of the Company (or this Warrant by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed Warrant termination date set forth 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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Section 1 hereof. The Company shall give written notice to the Holder of its intention to file a registration statement under the Securities Act relating to a current offering of the securities of the Company, at least 20 days prior to the filing of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributionregistration statement, and the name written request provided for in the first sentence of this subsection shall ?? made by the proposed managing Underwriter or Underwriters, if any, Holder at least 10 days prior to the date specified in the notice as the date on which the Company intends to file such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale registration statement. Neither delivery of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt notice by the Company nor of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration to permit the Registrable Securities requested request by the Holders pursuant to this subsection 2.2.1 to be included Holder shall in a Piggyback Registration on the same terms and conditions as any similar securities of way obligate the Company included in to file such Registration and to permit registration statement and, notwithstanding the sale or other disposition filing of such Registrable Securities registration statement, the Company may, at any time prior to the effective date hereof, 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 incurred in accordance connection with the intended method(spreparation and filing of such registration statement, as set forth in subsection (d) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the Companyhereof.

Piggyback Rights. IfSubject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option pursuant to Section 2.2, 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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of include such number of Registrable Securities as such Holders may request in writing within five two (52) days (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If(a) Subject to the terms and conditions hereof and the Stockholders Agreement, at any time on or after the date the Company consummates an IPO, whenever 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 or for the account of stockholders of than a registration by the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with on a registration statement on Form S-4 or any employee stock option successor form, a registration statement on Form S-8 or other benefit plan, any successor form or (ii) for an exchange offer pursuant to ‎Section 2.01 or offering of securities solely to the Company’s existing stockholders, ‎2.03) (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”), the Company shall give the Stockholders prompt written notice thereof (but not less than ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). The 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 Commission, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by the Company shallof the proposed minimum offering price of such securities. Upon the written request of a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Stockholder) given within ten days after such Piggyback Notice is sent to such Stockholder, in good faiththe Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Stockholders with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 the Company’s securities of the Company included being sold 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 Registration under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and or (b) consummate an Underwritten Offering for its own account or for the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using account of shareholders of the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing 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) days before the anticipated filing date of such Registration Statement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days in the case of filing a Registration Statement and (2) two business days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such Registration Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company. For the avoidance of doubt, if no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement registration statement (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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under (v) a Form S-4 (or any successor form thereto) in connection with a business combination, or (vi) a post-effective amendment to an effective existing registration statement and can be sold using the Prospectus included thereinstatement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities whose Lock-up Period has expired as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities whose Lock-up Period has expired the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the such 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the 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) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company Company, (iv) filed in connection with an “at-the-market” offering or (ivv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinplan or a rights offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and 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 register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause 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 best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company stockholder(s) for whose account such 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 Registration Offering under this subsection 2.2.1 Section 2.04(a), subject to Section 3.04 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the CompanyCompany or the Holders as provided in Error! Reference source not found. or Section 2.01(a). For purposes of this Section 2.04, 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 Company amends or supplements such Registration Statement to include information with respect to a specific offering of securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.04).

Piggyback Rights. IfSubject to Section 2.4.3, at if PubCo or any time on Holder proposes to conduct a registered offering of, or after the date the Company consummates an IPO, the Company if PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company PubCo (or by the Company PubCo and by the stockholders shareholders of the CompanyPubCo), other than a Registration Statement (or any registered offering) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer under a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule), (iii) for an offering of debt that is convertible into equity securities of the Company PubCo or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering under a Shelf Registration, the 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, 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 register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Company Subject to Section 2.2.2, PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to under this subsection Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofdistribution. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, If the Company proposes to conduct a registered offering of, or to file a Registration Statement under the Securities Act with respect to to, an offering of Company Class A Common Stock (including equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesinto, Company Class A Common Stock), for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (ior other registered offering with respect thereto) (a) filed in connection with any employee stock share option or other benefit plan, (iib) on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or Form S-8, or any successor forms, (c) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiid) for an offering of debt that is convertible into equity securities of the Company or Company, (ive) for a dividend reinvestment planplan or similar plans, and the Registrable Securities are not then registered (f) filed pursuant to Section 2.1, (g) for resale under a rights offering, (h) for an effective registration statement and can be sold using the Prospectus included thereinequity line of credit or an at-the-market offering of securities, or (i) for a block trade or other coordinated offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable (but not less than ten (10) days before prior to the anticipated filing date by the Company with the Commission of any Registration Statement with respect thereto or, in the case of any offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statementoffering), 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), the proposed date of filing of such Registration Statement with the Commission and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, in each case to the extent then known, (B) describe such Holders’ rights under this Section 2.2 and (BC) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”); provided, in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within two (2) business days after delivery of any such notice by the Company; provided further 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 Company Class A 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 subsection 2.2.2. The Subject to the foregoing proviso and to subsection 2.2.2, the Company shall, in good faith, cause 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 reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Underwriters, 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 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 Registration Offering under this subsection 2.2.1 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 Registration Offering by the CompanyCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.2, 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 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 in this Section 2.2).

Piggyback Rights. If, If at any time on or after from time to time following the date the Company consummates an IPO, Lock-Up Period applicable to any Holder under Article V hereof 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 or for the account of stockholders of the Company (or by the Company and by the stockholders shareholders of the Company), other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company Company, (v) to register the offering of securities in connection with a transaction to be registered on Form S-4 or (ivvi) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3 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 pursuant to a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. IfSubject to Section 2.4.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer pursuant to a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to the date 5,750,000 shares of Common Stock and Release Date II as it relates to the Company consummates an IPOWarrant Securities, 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 into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 to be included 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Registration under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Registration by the CompanyPiggyback Registration.

Piggyback Rights. If, at any time on or after the date the Company consummates an IPO, 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 or for the account of stockholders securityholders of the Company (other than Holders of Registrable Securities, which offerings are covered by Section 2.1 or by the Company and by the stockholders of the CompanySection 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurityholders or upon exercise of the Company’s outstanding warrants, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and or (v) filed in connection with any business combination or acquisition involving the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a 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 Registration Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at If (but without any time on or after the date the Company consummates an IPO, obligation to do so) the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of such securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by the CompanyOffering.

Piggyback Rights. If, at any time and from time to time on or after the date the Company consummates an IPOexpiration of a lock-up to which such shares are subject, if any, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included therein, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 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 Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. IfSubject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the date the Company consummates an IPOa Business Combination, 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 or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option pursuant to Section 2.1, 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 or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCompany, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statementpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 register the sale of include such number of Registrable Securities as such Holders may request in writing within five two (52) days (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Registration 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 included in such Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Registration Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering by the Company.

Piggyback Rights. If, at If (but without any time on or after the date the Company consummates an IPO, obligation to 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), or a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, any of its stock under the Securities Act in connection with respect to an the public offering of equity securities, or such securities or other obligations exercisable or exchangeable for, or convertible into equity securities, solely for its own account or for the account of stockholders of the Company cash (or by the Company and by the stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities registration relating solely to the Company’s existing stockholderssale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, (iii) for an offering a registration in which the only stock being registered is Common Stock issuable upon conversion of debt that is convertible into equity securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Company or (iv) for a dividend reinvestment plan, and the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinSecurities), then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration by Offering. Notwithstanding anything to the Companycontrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement the Company proposes to file is solely for purposes of a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such registration statement, the Company is in compliance with its obligations under Section 2.1. The obligations hereunder shall not apply to any at the market offering or other type of equity line.

Piggyback Rights. IfSubject to Section 2.2.3, at any time on or after the date if the Company consummates an IPOor 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.4), 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 pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, and (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) filed in connection with a confidentially marketed public offering by the Registrable Securities are not then registered for resale under an effective registration statement and can be sold using the Prospectus included thereinCompany of primary shares, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of 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 (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten in a Piggyback Registration under this subsection 2.2.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Registration Offering. The expenses of such withdrawn registration shall be borne by the CompanyCompany in accordance with Section 3.2.