Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersshareholders 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, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 (105) days before following the anticipated initial 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Ordinary Shares (including equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesinto, Ordinary Shares), for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan, (iib) a Registration Statement on Form F-4 or Form S-8 (or any successor forms), (c) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, (f) filed pursuant to Section 2.1 or (g) filed in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed 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 such any Registration StatementStatement with respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of 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”). 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 Offering 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 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 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. Subject to the provisions of Section 2.5, if, at any time on or after the date If the Company consummates or the SLL Investor Holders propose to conduct a Business Combinationregistered 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 shareholders equity holders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 subsection 2.1.3 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering 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. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a its 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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, Underwriter(s) (if any, ) in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale resale 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 Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, the Company Holdco 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Holdco, other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the CompanyHoldco’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or Holdco, (ivd) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then the Company Holdco 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 twenty (1020) 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(smethods of distribution (including whether such registration will be pursuant to a shelf registration statement) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 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”). The Company Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, 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 Holdco or Holdco shareholders for whose account the Company 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) methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the CompanyRegistration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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 2.3). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date closing of the Company consummates a transactions contemplated by the Business CombinationCombination Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 2.01 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share 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 shareholdersSecurities 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, 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 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) 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 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 Offering under this subsection 2.2.1 Section 2.02(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject (a) If the Company at any time following the initial Public Offering by the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 3.3), it will, at each such time, give prompt written notice to the provisions Registration Rights Holders of its intention to do so and of the Registration Rights Holders’ rights under this Section 2.53.1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Registration Rights Holders have so requested to be registered; provided that (i) if, at any time on or after giving written notice of its intention to register any securities and prior to the effective date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) registration statement filed in connection with any employee share option or other benefit plansuch registration, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or any other holder of securities that initiated such registration (ivan “Initiating Holder”) shall determine for a dividend reinvestment planany reason not to proceed with the proposed registration of the securities to be sold by it, then the Company shall or such Initiating Holder may, at its election, give written notice of such proposed filing determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities 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 requesting 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 registration must sell their Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration Company, on the same terms and conditions as any similar securities of apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such Registration and registration may elect, in writing prior to permit the sale effective date of the registration statement filed in connection with such registration, not to register all or other disposition any portion of such securities in connection with such registration. Nothing in this Section 3.1(a) shall operate to limit the right of a Registration Rights Holder to (i) request the registration of Registrable Securities in accordance with that consist of Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder notwithstanding the intended method(sfact that at the time of request such Registration Rights Holder holds only such securities and not the underlying Shares or (ii) request the registration at one time of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter that consist of both Shares and securities convertible into an underwriting agreement in customary form with the Underwriter(s) selected or exercisable or exchangeable for such Underwritten Offering by the CompanyShares.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a an 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company or (ivv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 no less than $15 million 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 reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject If PubCo proposes to the provisions conduct a registered offering of Section 2.5Equity Securities on behalf of any Holders (other than pursuant to Underwritten Shelf Registration), if, at any time on or after the date the Company consummates a Business Combination, the Company if 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 securitiesEquity Securities of PubCo, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingaccount, without limitation, pursuant to Section 2.1 hereof)in each case, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities Equity Securities of the Company PubCo, or (iv) for a dividend reinvestment plan, 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 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 registered offering, a “Piggyback Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company shall, in good faith, PubCo shall use its reasonable best efforts to 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 3.2(a) 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 thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.2.1 in a Piggyback Registration shall enter into an underwriting be subject to such Holder’s agreement in customary form with the Underwriter(s) selected for such Underwritten Offering to abide by the Companyterms of Section 3.6 below.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, (a) If the Company proposes to to: (a) file a Registration Statement under the Securities Act (other than a Registration Statement filed pursuant to Section 1.1 and Section 1.3) or (b) conduct a registered public offering (or to make an underwritten public offering pursuant to a previously filed registration statement), in either case, with respect to an offering of equity securitiesCommon Stock, whether or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, not for sale for its own account (other than, in the case of (a) or for the account of shareholders of the Company (b) above, on Form X-0, Xxxx X-0 or by the Company and by the shareholders of the Company includingany successor forms thereto, without limitation, pursuant filed to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for effectuate an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company any employee benefit or (iv) for a dividend reinvestment planplan or filed with respect to debt securities only), then the Company shall give prompt written notice of such proposed filing or offering, which notice shall be given, to all of the Holders of Registrable Securities as soon as practicable but not less extent reasonably practicable, no later than ten (10) days before Business Days prior to the anticipated filing or launch date of such Registration Statement, which notice shall (Athe “Piggyback Notice”) 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 Securities. The Piggyback Notice shall offer such Holders the opportunity to register include (or cause to be included) in such Registration Statement or in such underwritten public offering, as the sale case may be, the number of such number shares of Registrable Securities as each such Holders Holder may request (each, a “Piggyback Transaction”). Subject to Section 1.6(b), the Company shall include in writing each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within five (5) days Business Days after receipt the date of such written notice the Piggyback Notice but in any event not later than one (such 1) Business Day prior to the filing date of a Registration a “Statement related to the Piggyback Registration”)Transaction. The Company shall, in good faith, cause shall not be required to maintain the effectiveness of such Registrable Securities Registration Statement (if other than a Registration Statement filed pursuant to be included in such Piggyback Registration Section 1.1 or Section 1.3) beyond the earlier of (x) one-hundred eighty (180) days after the effective date thereof and shall use its best efforts to cause (y) consummation of the managing Underwriter or Underwriters distribution by the Holders of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyStatement.

Piggyback Rights. Subject to the provisions of Section 2.5, if, (i) If at any time on or and from time to time after the date end of the Company consummates a Business Combination, Lock-Up Period the Company proposes to file effect a Registration Statement registration of any of its securities under the Securities Act with respect to an offering (other than any registration of equity securities, Securities on Forms S-4 or securities S-8 or other obligations exercisable or exchangeable for, or convertible into equity securitiesany successor forms), for its own account account, or for the account of one or more shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, other than pursuant to Section 2.1 hereofa Demand Registration Request) (the “Proposed Registration”), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give prompt written notice to the Investor of the Company’s intention to do so. If the Investor’s Registrable Securities have not been included in the Proposed Registration, and within thirty (30) days of the receipt of any such proposed filing notice, Investor delivers to the Company a written notice requesting to have any or all of the Holders Registrable Securities included in the Proposed Registration (such notice to include the number of Registrable Securities as soon as practicable but not less than ten (10) days before that the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities Investor wishes to be included in such offeringthe Proposed Registration), the intended method(s) Company will use its commercially reasonable efforts to cause such shares to be registered as requested in such notice. Notwithstanding any other provision of distributionthis Section 3.1(b), if the Proposed Registration is an underwritten registration and the name managing underwriter determines that marketing factors require a limitation 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 shares to be underwritten, the Company may request in writing within five (5) days after receipt limit the number of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such shares of Registrable Securities to be included in such Piggyback the Proposed Registration and shall use its best efforts without requiring any limitation in the number of shares to cause be registered on behalf of the managing Underwriter or Underwriters Company; provided, however, that the number of a proposed Underwritten Offering to permit the Registrable Securities requested by included in the Holders Proposed Registration pursuant to this subsection 2.2.1 Section 3.1(b) may not be reduced to be included in a Piggyback Registration on the same terms and conditions as any similar securities less than thirty percent (30%) of the total amount of shares subject to the offering; provided, further, that nothing herein shall prevent the Company included in such from canceling or withdrawing any Proposed Registration and prior to permit the sale filing or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution effectiveness thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject The Company agrees that it shall notify the Holder in writing at least 10 days prior to the provisions filing of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an for purposes of a public 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 shareholders Common Stock of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant registration statements relating to Section 2.1 hereofsecondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”), other than a . If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) filed the Company shall be entitled to select the underwriters in connection with any employee share option or other benefit plan, its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for an exchange offer secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or offering of securities solely to taken together with the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or to be included therein, would adversely affect the marketing of such offering (iv) for a dividend reinvestment planincluding the price at which the securities of the Company may be sold), then the Company shall give written notice number of such proposed filing to all securities 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 Company to be included in such offeringunderwritten offering will be reduced (an “Underwriter Cutback”), with the intended method(s) of distribution, and the name securities 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 offering based on the following priority: (x) first, the number of securities that the Company seeks to cause include in the offering, up to the number that, in the opinion of the managing Underwriter or Underwriters underwriter, would not adversely affect the marketing of a proposed Underwritten Offering to permit the Registrable Securities offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested by the Holders pursuant to this subsection 2.2.1 to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in a Piggyback Registration on each case, up to the same terms number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and conditions as any similar (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to permit keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale or other disposition of such Registrable Securities in accordance with the intended method(sWarrant Shares) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. (i) Subject to Section 2(b)(ii), if the provisions of Section 2.5, if, Company at any time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company another person (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Company Commission) or any registration statement associated with any equity line of credit and by the shareholders of the Company including, without limitation, other than a registration pursuant to Section 2.1 hereof2(a) hereunder), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 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 accordance with connection therewith, and (ii) in the intended method(s) case of distribution thereof. All a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement for the same period as the delay in customary form with respect of the Underwriter(s) selected for such Underwritten Offering by the Companyproposed offering.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject If PubCo proposes to the provisions conduct a registered offering of Section 2.5Equity Securities on behalf of any Holders (other than pursuant to Underwritten Shelf Registration), if, at any time on or after the date the Company consummates a Business Combination, the Company if 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 securitiesEquity Securities of PubCo, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingaccount, without limitation, pursuant to Section 2.1 hereof)in each case, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company PubCo, or (iv) for a dividend reinvestment plan, 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 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 registered offering, a “Piggyback Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. The Company shall, in good faith, PubCo shall use its reasonable best efforts to 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 3.2(a) 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 thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.2.1 in a Piggyback Registration shall enter into an underwriting be subject to such Holder’s agreement in customary form with the Underwriter(s) selected for such Underwritten Offering to abide by the Companyterms of Section 3.6 below.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combination, the Company proposes to (i) 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (ia) filed in connection with any employee share stock option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or (ivd) for a dividend reinvestment planplan or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed 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 (A) five (5) days in the case of filing a Registration Statement and (B) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement registration statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (v) a Form S-4 (or any successor form thereto) in connection with a business combination, or (vi) a post-effective amendment to an existing registration statement, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 2.2 hereof), other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or Company, (ivd) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, 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 twenty (1020) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (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), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to 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 (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, 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 or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not 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 2.3).

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a an 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement Statement: (i) filed in connection with any employee share stock option or other benefit plan, ; (ii) for an exchange offer or offering of rights or securities solely to the Company’s existing shareholders, stockholders; (iii) for an offering of debt that is convertible into equity securities of the Company Company; or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.54.1 hereof, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to other than a Demand Registration governed by Section 2.1 hereofor 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 share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planStatement, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a the 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationtime, the Company proposes to file a Registration Statement in connection with an underwritten public offering of L Bonds 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, whether for its own account or for the account of shareholders one or more holders of the Company such securities (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a an Excluded Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planStatement), 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 twenty (1020) 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 of the same class as such the Holders may request in writing within five fifteen (515) 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.1.1 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 Should the Holders proposing propose to distribute their Registrable Securities through participate in an Underwritten Offering under this subsection 2.2.1 2.1.1, then the Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, 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 shareholders persons other than the Holders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Registrable Securities, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, 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 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 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 Holders.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationtime, the Company proposes to file a Registration Statement in connection with any public offering of the Company’s 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, whether for its own account or for the account of shareholders one or more holders of the Company such securities (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a an Excluded Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planStatement), 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 twenty (1020) 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 of the same class as such the Holders may request in writing within five fifteen (515) 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.1.1 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 Should the Holders proposing propose to distribute their Registrable Securities through participate in an Underwritten Offering under this subsection 2.2.1 2.1.1, then the Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 2.01 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.52.3 hereof, if, at any time on or after the date the Company consummates a 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 Takedown for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planCompany, 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 Takedown, 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 Offering Takedown 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 Offering Takedown under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering Takedown by the Company.

Piggyback Rights. Subject If the Issuer proposes to conduct a registered offering of, or if the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Significant Shareholders, other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee share 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 shareholdersSecurities 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, or (v) for a 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 Offering 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 Offering under this subsection 2.2.1 in a Piggyback Registration 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 Offering by the Company.underwritten offering. For purposes hereof:

Piggyback Rights. Subject to the provisions of Section 2.5, if, If at any time during the period commencing on or after the date the Company consummates a Business CombinationSeptember 30, 1998 until eligible for resale pursuant to 144(k), but not to exceed two years, the Company proposes to shall file a Registration Statement under registration statement (other than on Form X-0, Xxxx X-0, or any successor form) with the Securities Act Commission, the Company shall give all the then holders of any Shares of Preferred Stock (the "Eligible Holders") at least 30 days prior written notice of the filing of such registration statement. If requested by any Eligible Holder in writing within 30 days after receipt of any such notice, the Company shall, at the Company's sole expense (other than the fees and disbursements of counsel for the Eligible Holders and the underwriting discounts payable in respect of the Shares of Preferred Stock sold by any Eligible Holder), register or qualify all or, at each Eligible Holder's option, any portion of the Shares of Preferred Stock of any Eligible Holders who shall have made such request, concurrently with respect to an offering the registration of equity such other securities, all to the extent requisite to permit the public offering and sale of the Shares of Preferred Stock through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors and counsel to cause such registration statement to become effective as promptly as practicable. Notwithstanding the foregoing, if the managing underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Shares of Preferred Stock requested to be included in the registration concurrently with the securities or other obligations exercisable or exchangeable for, or convertible into equity securities, being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planaccount, then the Company shall give written notice not be required to include such Shares of Preferred Stock in such proposed filing registration, provided that any such reduction shall be on a pro rata basis among all selling shareholders; provided, however, (i) that in the event that the Company does not intend to include all of the Holders requested Shares of Registrable Securities as soon as practicable but not less Preferred Stock in the registration statement due to such advice received from the managing underwriter, if the Company includes in the registration statement any securities other than ten (10) days before securities being offered by the anticipated filing date Company for its own account, then the Company shall include any of such Registration Statement, which notice shall (A) describe the amount and type Shares of securities Preferred Stock requested to be included in such offering, registration statement by the intended method(s) of distribution, Eligible Holders and the name of the proposed managing Underwriter or Underwriters, if any, in any such offering, other securities on a pro rata basis and (Bii) offer to if the Company does not include all of the Holders requested Shares of Registrable Securities Preferred Stock in the opportunity registration statement, then, if requested by the Eligible Holders, the Company will within six months after the registration statement becomes effective file at its sole expense a new registration statement relating to register those Shares of Preferred Stock which the sale of such number of Registrable Securities as such Holders may request Company did not include in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The the prior registration statement and the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall will use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering registration statement 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 become effective 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 thereofpromptly as practical. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanySECTION 10.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, (v) on Form S-4 filed in connection with the Business 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any (a) Each time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option the sale of Units or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, 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 Offering 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 securities of apply to the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyInitiating Parties.

Piggyback Rights. Subject to Section 7(c), if the provisions Corporation at any time after the Effective Date proposes to register any Stock for its own account (a “Corporation Registration”) or for the account of any Stockholder possessing demand rights (including, for the avoidance of doubt, in connection with a Stripes 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 Registration Statement and, if known, the number of shares of Stock that are proposed to be included in such Registration Statement, and of the Stockholders’ rights under this Section 2.57. 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), 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 an earlier planned filing date), the Corporation, subject to Section 7(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 on or after giving written notice of its intention to register any securities and prior to the effective date of the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with such registration, the Corporation shall determine for any employee share 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company Corporation shall give written notice of such proposed filing determination to all the Stockholders requesting registration under this Section 7 (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 Offering 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Companysecurities.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationits initial public offering, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto); (iv) for an offering of debt that is convertible into equity securities of the Company or (ivv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date If the Company consummates or the Demanding Holder proposes to conduct a Business Combinationregistered offering of, or if the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of, equity securities of equity securities, the Company or securities or other obligations exercisable or exchangeable for, for or convertible into equity securitiessecurities of the Company, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereofincluding an Underwritten Shelf Takedown as set forth above), other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan or (v) the Rights 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) four calendar days before the anticipated filing date of such Registration Statementregistration statement or, in the case of any Underwritten Shelf Takedown, 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 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 as such Holders may request in writing within five (5) three calendar days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). The Subject to Section 6(h), the Company shall, in good faith, shall cause such all Registrable Securities requested by the Holders to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters of a proposed Underwritten Offering underwriters, if applicable, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 6(g) 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, or (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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company SPAC consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the 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. Subject to the provisions of subsection 2.2.2 and Section 2.52.5 hereof, if, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company Company, (or by the Company and by the shareholders of the Company including, without limitation, i) pursuant to Section 2.1 hereof)2.1, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planCompany, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for its own account or for the account of shareholders of the Company, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. 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. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan or an at-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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any (a) Each time on or after the date the Company consummates a Business Combination, the Company proposes is planning to file a Registration Statement registration statement under the Securities Act in connection with respect to an offering the sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of Common Stock by (i) the Company (or other than in connection with an IPO comprised solely of the primary offer and sale of Common Stock by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than or a Registration Statement (iregistration statement on Forms S-4 or S-8 or any similar or successor form) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to any Stockholder other than the Company’s existing shareholders, Xxxxxx Investors (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plansuch Stockholder in such case, then the "Initiating Party"), the Company shall 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 each Xxxxxx Investor, at least 15 Business Days prior to the anticipated filing date of such Registration Statementregistration statement. Upon the written request of a majority in interest of the Xxxxxx Investors made within 20 Business Days after the receipt of any such notice from the Company, which notice shall request will specify the Registrable Securities (Athe "Piggy-Back Shares") describe the amount and type of securities intended to be included disposed of by such Xxxxxx Investor in such offering, the intended method(s) Company will use reasonable best efforts to effect the registration under the Securities Act of distribution, and all Piggy-Back Shares which the name Company has been so requested to register by such Xxxxxx Investors to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed managing Underwriter or Underwritersregistration, if any, the Company may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such offeringregistration, and (Bii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of if 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 shallregistration involves an underwritten offering, in good faith, cause such Registrable Securities each Xxxxxx Investor requesting to be included in such Piggyback Registration and shall use the Company's registration must sell its best efforts shares to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as any similar securities of apply to the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyInitiating Parties.

Piggyback Rights. Subject (a) If the Company at any time following the initial Public Offering by the Company proposes to register Ordinary Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 3.3), it will, at each such time, give prompt written notice to the provisions Registration Rights Holders of its intention to do so and of the Registration Rights Holders' rights under this Section 2.53.1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Registration Rights Holders have so requested to be registered; provided that (i) if, at any time on or after giving written notice of its intention to register any securities and prior to the effective date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) registration statement filed in connection with any employee share option or other benefit plansuch registration, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or any other holder of securities that initiated such registration (ivan "Initiating Holder") shall determine for a dividend reinvestment planany reason not to proceed with the proposed registration of the securities to be sold by it, then the Company shall or such Initiating Holder may, at its election, give written notice of such proposed filing determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities 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 requesting 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 registration must sell their Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration Company or the Initiating Holders, as the case may be, on the same terms and conditions as any similar securities of apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such Registration and registration may elect, in writing prior to permit the sale effective date of the registration statement filed in connection with such registration, not to register all or other disposition any portion of such securities in connection with such registration. Nothing in this Section 3.1(a) shall operate to limit the right of a Registration Rights Holder to (i) request the registration of Registrable Securities in accordance with that consist of Ordinary Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder (including Non-Voting Ordinary Shares) notwithstanding the intended method(sfact that at the time of request such Registration Rights Holder holds only such securities and not the underlying Ordinary Shares or (ii) request the registration at one time of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter that consist of both Ordinary Shares and securities convertible into an underwriting agreement in customary form with the Underwriter(s) selected or exercisable or exchangeable for such Underwritten Offering by the CompanyOrdinary Shares.

Piggyback Rights. Subject to the provisions of Section 2.5, if, If at any time on or after the date before April 30, 1999 ---------------- the Company consummates files a Business Combinationregistration 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 offering 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 shareholders of the Company (or this Warrant by the Company and by the shareholders of the Company including, without limitation, pursuant to Warrant termination date set forth in Section 2.1 1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the . 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 Offering 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Companyhereof.

Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.52.5 hereof, if, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planCompany, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5subsection 2.9.3, ifif PubCo or any Holder proposes to conduct a registered offering of, at any time on or after the date the Company consummates a Business Combination, 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 the shareholders of the Company PubCo (or by the Company PubCo and by the shareholders of the Company includingPubCo, without limitation, including an Underwritten Takedown pursuant to Section 2.1 hereof2.4), other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or PubCo, (ivd) for a dividend reinvestment planplan or (e) for a rights offering, 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 five (105) days before the anticipated filing date of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (Ax) 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 (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 two (52) days after receipt of such written notice (such Registration Registration, other than a registration in connection with a Takedown Demand under Section 2.4 through Section 2.6, a “Piggyback Registration”). The Company Subject to subsection 2.8.2, PubCo 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 Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 2.8.1 to be included in a such 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 The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.2.1 in a Piggyback Registration shall be subject to such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time and from time to time on or after the date the Company consummates expiration of a Business Combinationlock-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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, (v) on Form S-4 filed in connection with the Business 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. 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. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in on connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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 planprivate 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment plan, or (v) filed in connection with any business combination or acquisition involving the Company, 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 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 Offering to permit the Registrable Securities requested by the Holders Holder 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 If the Holder proposes to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, it shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders securityholders of the Company (or other than Holders of Registrable Securities, which offerings are covered by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofor Section 2.2), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurityholders 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, or (v) filed in connection with any business combination or acquisition involving the Company, 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationhereof, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan or (v) filed in connection with a Demand Registration pursuant to Section 2.1 or Section 2.3 hereof (and, for the avoidance of doubt, other than in connection with an Underwritten Shelf Takedown), 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject Pursuant to the provisions Piggyback Rights in previous versions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combinationthis note and warrant purchase agreement, the Company proposes to file filed 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 shareholders of the Company (or all Shares issued by the Company prior to April 30, 2005 and Shares issuable by the shareholders of Company pursuant to securities held by Purchasers prior to April 30, 2005 (collectively here-in-after referred to as “Registered Shares”). The Company shall use its best efforts to keep such registration statement continuously effective under the Securities Act until the date when all Registered Shares covered by such registration statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company including, without limitation, pursuant to Section 2.1 hereof)a written opinion letter to such effect, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely addressed and acceptable to the Company’s existing shareholderstransfer agent and the affected Shareholders. If permitted by law and if the Company shall at any time propose to file a registration statement under the Securities Act for any sales of shares of the Company’s Common Stock (or any warrants, (iiiunits, convertibles, rights or other securities related or linked to any shares of the Company’s Common Stock) for an offering of debt that is convertible into equity securities on behalf of the Company or otherwise (iv) for a dividend reinvestment planthat are not the Registered Shares pursuant to the above paragraph), then the Company shall give written notice of such proposed registration no later than 60 days before its filing with the Commission to all holders of Warrants, Class 3 Notes, or Shares; provided that registrations relating solely to securities to be issued by the Holders Company in connection with any employee stock option or employee stock purchase or savings plan on Form S-8 (or successor forms) under the Securities Act shall not be subject to this Section 17.1. If holders of Registrable Securities as soon as practicable but not less than ten Warrants, Class 3 Notes or Shares so request within thirty (1030) days before the anticipated filing date of receipt of such Registration Statementnotice, which notice the Company shall (A) describe include in any such registration the amount Shares held or to be held after exercise of Warrants or Class 3 Notes by such holders and type of securities requested 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 registration (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 RegistrationSubsequent Registered Shares”). The If the Securities and Exchange Commission requires that the number of Subsequent Registered Shares of Common Stock included in a registration statement be reduced, such reduction shall be effected on a pro rata basis taking into account the number of shares of Common Stock included in such registration statement by each selling shareholder in relation to the aggregate number of shares of Common Stock included in such registration statement by all selling shareholders (including, without limitation, for such purpose shares that have been included in such registration statement pursuant to registration rights granted to the PIPE Investors); provided, however, that selling shareholders who are Affiliates of the Company shallshall have priority over all other selling shareholders in determining which shares are to be removed from such registration statement. For example, in good faith, cause such Registrable Securities holders of shares or issuable shares that are eligible to be included in such Piggyback Registration and shall use its best efforts registration statement that are eligible to cause the managing Underwriter sell shares or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders issuable shares pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar an exemption under securities laws (“Exempt Shares”) shall have such Exempt Shares removed from such registration statement so that Affiliates of the Company included in shall have more of their shares or issuable shares eligible to be sold pursuant to such Registration and to permit the sale or other disposition of such Registrable Securities in accordance registration statement. If there is any conflict with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities provision in this paragraph with other provisions in Sections 17.2 through an Underwritten Offering under 17.9, the provisions in this subsection 2.2.1 paragraph shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Companytake precedence and govern.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationthe transactions contemplated by the BCA, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or Company, (ivd) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving the Company, 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 twenty (1020) 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 distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 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 ten (510) 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 noticed 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 Offering Offering, if any, 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 or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not 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 2.3).

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement registration statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (v) a Form S-4 (or any successor form thereto) in connection with a business combination, or (vi) a post-effective amendment to an existing registration statement, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any (a) Each time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering the sale of securities solely to the Company’s existing shareholders, (iii) for an offering shares of debt that is convertible into equity securities of the Company that are of the type that are Registrable Securities by (i) the Company (other than in connection with an IPO comprised solely of the primary offer and sale of Common Stock by the Company or a registration statement on Form S-4 or S-8 or any similar or successor form) or (ivii) for a dividend reinvestment plan, then any Stockholder (the Company shall or such Stockholder 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 Holder and to Holdings, at least 15 Business Days prior to the anticipated filing date of such Registration Statementregistration statement. Upon the written request of Holder made within 20 Business Days after the receipt of any such notice from the Company, which notice shall request will specify the Registrable Securities (Athe "Piggy-Back Shares") describe the amount and type of securities intended to be included disposed of by Holder in such offering, the intended method(s) Company will use its reasonable best efforts to effect the registration under the Securities Act of distribution, and all Piggy-Back Shares which the name Company has been so requested to register by Holder to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed managing Underwriter or Underwritersregistration, if any, the Company may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such offeringregistration, and (Bii) offer if such registration involves an underwritten offering, Holder must sell the Piggy-Back Shares 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 Offering 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 securities of apply to the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyInitiating Parties.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business CombinationRegistration Eligible Date, the Company Squirrel Cayman 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 shareholders of the Company Squirrel Cayman (or by the Company Squirrel Cayman and by the shareholders of the Company Squirrel Cayman including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanySquirrel Cayman’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company Squirrel Cayman or (iv) for a dividend reinvestment plan, then the Company Squirrel Cayman 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 Squirrel Cayman 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 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 Squirrel Cayman included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanySquirrel Cayman.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a Business Combinationtime, the Company proposes to file a Registration Statement in connection with any public offering of the Company’s partnership interests or units 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, whether for its own account or for the account of shareholders one or more unitholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a an Excluded Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planStatement), then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities GWG as soon as practicable but not less than ten twenty (1020) 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 GWG the opportunity to register the sale of such number of Registrable Securities as such Holders GWG may request in writing within five fifteen (515) days after receipt of such written notice (such Registration a ““ Piggyback RegistrationRegistration ”). 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 Offering to permit the Registrable Securities requested by the Holders GWG pursuant to this subsection 2.2.1 2.1.1 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 Should GWG propose to distribute their Registrable Securities through participate in an Underwritten Offering under this subsection 2.2.1 2.1.1, then GWG shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, 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 a Business CombinationWarrant 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 shareholders of the Company for their account (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (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 Offering 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 Offering 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 Offering by the CompanyPiggyback Registration.

Piggyback Rights. Subject to the provisions of Section 2.5, 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 a Business CombinationWarrant 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 shareholders of the Company for their account (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (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 Offering 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 Offering 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 Offering by the CompanyPiggyback Registration.

Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.52.3 hereof, if, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planCompany, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or and from time to time after the date the Company consummates a Business Combinationone-year anniversary of this Agreement, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with the Company’s first “private investment in public equity,” or PIPE, financing transaction following the date hereof, whether effected in a single transaction or a series of related transactions emanating from a single plan of financing (and, for the avoidance of doubt, excluding the Energy Capital financing consummated on or about the date hereof), (ii) filed in connection with any employee share stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company or (ivv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration 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 Subject to the terms of the Lock-Up Agreement, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan or (v) for a 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or Company, (iv) for a dividend reinvestment planplan or an at-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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.52.5 hereof, if, at any time on or after the date the Company consummates a Business Combinationthe 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 shareholders 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 shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof“Existing Registration Rights Agreement”), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of subsection ‎2.2.2 and Section 2.5‎2.5 hereof, if, at any time on or after the date the Company consummates a the 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment planCompany, 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 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 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 Offering by the Company.

Piggyback Rights. Subject If (but without any obligation to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of such securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 Offering 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 Offering under this subsection 2.2.1 in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. Subject to the provisions of Section 2.5, 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 a Business CombinationPrivate 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 shareholders of the Company for their account (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (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 Offering 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 Offering 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 Offering by the CompanyPiggyback Registration.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company consummates a 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date If the Company consummates (for its own account or for the account of persons or entities other than the Holders of Registrable Securities) or any Holder proposes to conduct a Business Combinationregistered 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (ior any registered offering with respect thereto) (a) filed in connection with any employee share stock option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company or (ivd) for a dividend reinvestment plan, 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) 5 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 (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 anyany and if known, in such offering, and (Bii) 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 two (52) 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 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 Offering under this subsection 2.2.1 in a Piggyback Registration shall enter into an underwriting be subject to such Holder’s agreement in customary form with the Underwriter(s) selected for such Underwritten Offering to abide by the Companyterms of Section 3.3 below.

Piggyback Rights. Subject to the provisions of Section 2.5, if, If at any time on or after the date the Company consummates a Business CombinationClosing, 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 shareholders of the Company (or by the Company Purchaser and by security holders of Purchaser), other than the shareholders of the Company including, without limitation, Shelf Registration Statement to be filed pursuant to Section 2.1 hereof)2.1.1, and other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing shareholderssecurity holders, (iii) for an offering of debt that is convertible into equity securities of the Company Purchaser, or (iv) for a dividend reinvestment plan, 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 Offering 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 Offering 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 Offering by the CompanyPiggyback Registration.

Piggyback Rights. Subject to the provisions of Section 2.5, if, If at any time on or after the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, or (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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, other than pursuant to Section 2.1 hereofand 2.3 of this Agreement), other than a Registration Statement (i) filed in connection with any employee share 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 shareholdersstockholders, (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 planplan 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, 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 shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 (105) days before following the anticipated initial 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, If at any time on or after from time to time following the date the Company consummates a Business Combination, 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed pursuant to Section 2.1, (ii) filed in connection with any employee share stock option or other benefit plan, (iiiii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (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, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a 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 shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 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 Offering by the Company.

Piggyback Rights. Subject to the provisions of Section 2.5, ifIf, at any time on or after the date the Company Purchaser consummates a the 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 shareholders stockholders of the Company Purchaser (or by the Company Purchaser and by the shareholders stockholders of the Company Purchaser including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyPurchaser’s existing shareholdersstockholders, (iii) for an offering of debt that is convertible into equity securities of the Company Purchaser or (iv) for a dividend reinvestment plan, 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyPurchaser.

Piggyback Rights. (a) Subject to the provisions terms and conditions hereof and, solely in the case of Section 2.5any OEP Stockholder or Swarth Stockholder, ifsubject to the terms of the Stockholders Agreement, at any time on or after the date the Company consummates a Business Combination, 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 shareholders of than a registration by the Company (i) on a registration statement on Form S-4 or by the Company and by the shareholders of the Company includingany successor form, without limitation, a registration statement on Form S-8 or any successor form or (ii) pursuant to Section 2.1 hereof), other than a Registration Statement 2.01 or 2.03) (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall 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 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 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 Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyPiggyback Registration.