Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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 commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereofCompany), other than a Registration Statement (ai) filed in connection with any employee stock share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity securities of the Company, Company or (dv) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty seven (207) days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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, 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 commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.1.1 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 2.1.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.2.3.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Initial Sponsor Shares Lock-up Period, the Final Sponsor Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) 20 days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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 commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The registration statement effecting such Piggyback Registration shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested by, the Holders and shall include a customary “plan of distribution” permitting all lawful means of disposition of the Registrable Securities by the Holders, including block sales, agented transactions, sales directly into the market, distribution to affiliates, partners or equityholders and other customary provisions. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company Company, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereofsubsection 2.1.4), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (civ) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), including a Block Trade, (vi) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vii) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than twenty five (205) business days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 the sending of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”); provided, further, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2.2. The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 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 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration.

Piggyback Rights. If Subject to Section 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company includingCompany, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1.3), other than a Registration Statement (ai) filed in connection with any employee stock share option or other benefit plan or employee share purchase plan, (bii) pursuant to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders (including any rights offering with a backstop or standby commitment), (c) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, (evi) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fvii) filed pursuant to subsection 2.1.1for an Other Coordinated Offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than twenty five (205) business days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 sending of such written notice (such Registration, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). The Subject to subsection 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 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 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 Article II hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) filed in connection with an “at-the-market” offering or (v) for a dividend reinvestment planplan or a rights offering, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution distribution, (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1Section 2.04(a), subject to Section 3.3 3.03 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 the Holders as provided in Section 2.02(c) or Section 2.03(a). For purposes of this Section 2.04, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.04).

Piggyback Rights. If at any time following the Second Merger Effective Time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Company, other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, Company or (div) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty five (205) days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number no less than $10,000,000 of Registrable Securities as such Holders may request in writing within five three (53) days after receipt of such written notice (such Registration, Registration a “Piggyback Registration”); provided, however, that no Holder of Registrable Securities shall have the right to register the sale of all or any portion of its Registrable Securities in connection with a Registration Statement being filed by the Company with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for the account of (i) Antara Capital Master Fund LP or (ii) Westwood Capital Group LLC. 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, 2.3 and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration, 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company stockholder(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. If the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Company, other than a Registration Statement (aA) filed in connection with any employee stock option or other benefit plan, (bB) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (cD) for an offering solely of debt that is convertible into equity securities of the Company, (dE) for a dividend reinvestment planplan or (F) that is filed to effect a Shelf Registration on Form S-3 for a primary offering by the Company; provided, (e) for any issuances that the Company makes no offering of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between pursuant to such Registration Statement prior to the Company or any effective date of its Affiliates and any third partythe Registration Statement required hereunder that includes all of the Registrable Securities, or (fii) filed consummate an Underwritten Offering for its own account or for the account of stockholders of the Company (other than pursuant to subsection 2.1.1the terms of this Agreement), then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable (but in the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement), which notice shall (ix) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) 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 identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed 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 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering under this subsection 2.2.1 by the Company.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit planbenefit, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment planplan or a rights offering, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Initial Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the 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. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof2.1), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, (ev) for a Form S-4 (or any issuances of securities successor form thereto) in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third partybusiness combination, or (fvi) filed pursuant to subsection 2.1.1in connection with an equity line of credit or at-the-market equity offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares whose applicable Lock-up Period or the Private Placement Lock-up Period, as applicable) has expired as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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, 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 commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the such Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If at any time and from time to time after 180 days after the Closing (provided that such 180 day limitation shall not apply to Season Smart) the Company proposes to file a Registration Statement under the Securities Act or effect an Underwritten Offering 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, for its own account or for the account of stockholders security holders of the Company (or by the Company and by the stockholders of the Company Company, including, without limitation, pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee stock option share option, share purchase or repurchase, or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurity holders, debt holders or other creditors, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) a registration on Form S-4 or Form S-8, or any similar or successor registration form under the Securities Act subsequently adopted by the SEC, or (v) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable practicable, but not in no event less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such Registration or offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders Holder may request in writing within five (5) days after following receipt of such written notice (such Registration, a “Piggyback Registration”), provided, that for any such registrations prior to the 180th day after the Closing, the Company shall only be obligated to notify and to offer such participation to Season Smart. The To the extent permitted by applicable securities laws, subject to Section 2.2.2, the Company shall, in good faithwith respect to Season Smart, and shall use its reasonable best efforts to, with respect to all other Holders, cause (i) 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 commercially reasonable efforts to cause (ii) the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible convertible, into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, (bii) for an exchange offer on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities filed in connection with a transaction involving a mergerBlock Trade, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (or such shorter period of days (but not less than two (2) days) as may be agreed by holders of at least 25% of the outstanding Registrable Securities on an as-converted basis (including any Underlying Common Shares)), which notice shall (iA) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3offering and to the extent then known a good faith estimate of the proposed minimum offering price, and (iiiB) 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 (or such shorter period of days (but not less than one (1) day) as may be agreed by holders of at least 25% of the outstanding Registrable Securities on an as-converted basis (including any Underlying Common Shares)) after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. If Subject to Section 2.4.3, if any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of one or more stockholders of the Company (or by the Company and by the one or more stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities in connection with a transaction involving a mergerrights offering, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the date of the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering Offering. For the avoidance of doubt, Piggyback Registration shall not be available where the Company proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act solely with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, to be issued by the CompanyCompany on a primary basis.

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible convertible, into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, plan or (fv) filed pursuant to subsection 2.1.1a Block Trade, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (or such shorter period of days (but not less than two (2) days) as may be agreed by holders of at least 25% of the outstanding Registrable Securities), which notice shall (iA) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3offering and to the extent then known a good faith estimate of the proposed minimum offering price, and (iiiB) 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 (or such shorter period of days (but not less than one (1) day) as may be agreed by holders of at least 25% of the outstanding Registrable Securities) after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall 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. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, or Company equity securities for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders securityholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurityholders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fvi) filed pursuant to subsection 2.1.1, then, a Block Trade or an Other Coordinated Offering (which shall be subject to the MNPI ProvisionsSection 2.4), then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) seven 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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) business days after receipt transmission of such written notice (such Registration, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3, following the expiration of the Lock-Up Period, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, (evi) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fvii) filed pursuant to subsection 2.1.1an Other Coordinated Offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any holding in excess of $50 million of Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty five (205) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If If, at any time on or after the date hereof, the Company proposes to (A) file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders securityholders of the Company (or by the Company and by the stockholders securityholders of the Company including, without limitation, pursuant to Section 2.2 2.1 hereof)) or (B) consummate an Underwritten Offering for its own account or for the account of any other securityholders of the Company off of an existing registration statement of the Company under the Securities Act, in each case other than a Registration Statement registration statement (aor an Underwritten Offering pursuant to an effective registration statement) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, Company or (div) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty five (205) days Business Days before the anticipated filing date of such Registration StatementStatement (or in the case of an Underwritten Offering off of an existing registration statement of the Company, five (5) Business Days (unless such offering is a Block Trade, then three (3) Business Days) before the anticipated commencement of marketing efforts with respect to such Underwritten Offering), which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities the opportunity to register or include the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days (or, in the case of a Block Trade, within one (1) Business Day) after receipt of such written notice (such RegistrationRegistration or offering, 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or rights offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (v) for a dividend reinvestment plan, or (evi) for any issuances of securities in connection with a transaction involving a mergerBlock Trade, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Shelf Takedown, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. (a) If the Company 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, 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 (b) above, on Form X-0, Xxxx X-0 or any successor forms thereto, filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or filed with respect to debt securities only), then the Company shall give prompt written notice of such filing, which notice shall be given, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date (the “Piggyback Notice”) to the Holders (other than any Requesting Holders, if applicable). The Piggyback Notice shall offer such Holders (other than any Requesting Holders, if applicable) the opportunity to include (or cause to be included) in such Registration Statement or in such underwritten public offering, as the case may be, the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Transaction”). Subject to Section 1.8(b), the Company shall include in 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) Business Days after the account of stockholders date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such Registration Statement (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), if other than a Registration Statement filed pursuant to Section 1.1 or Section 1.3) beyond the earlier of (ax) filed 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in connection with any employee stock option or other benefit plan, such Registration Statement. (b) for an exchange offer or If any of the securities to be registered pursuant to any public offering of securities solely giving rise to the Company’s existing stockholders, (c) for rights under this Section 1.8 are to be sold in an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisionsunderwritten public offering, the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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 commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Holders of Registrable Securities requested by the Holders pursuant who have timely submitted a Piggyback Request in connection with such offering to this subsection 2.3.1 to be include in such offering all Registrable Securities included in a each Holder’s Piggyback Registration Request on the same terms and subject to the same conditions as any similar other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account if such underwritten offering was initially proposed by the Company; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the Holders’ then-current ownership of Registrable Securities; (iii) third, any other securities of the Company or Company stockholder(s) for whose account the Registration Statement is that have been requested to be filed included in such Registration and offering; provided that Holders may, prior to permit the sale time at which the offering price or other disposition of such Registrable Securities in accordance underwriter’s discount is determined with the intended method(s) of distribution thereof. All managing underwriter or underwriters, withdraw their request to be included in such Holders proposing underwritten public offering pursuant to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company1.8.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment planplan or a rights offering, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Up Period or the Private Placement Lock-up Up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the 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. If Subject to Section 2.4.3, following the expiration of the Lock-Up Period, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown or Underwritten Demand Offering pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, (evi) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fvii) filed pursuant to subsection 2.1.1an Other Coordinated Offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) 10 business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fv) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (iiB) describe such Holders’ rights under this Section 2.3, 2.3 and (iiiC) 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, two (2) business days) (such Registration, 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company stockholder(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. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (ed) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fe) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of 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 commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Company, other than a Registration Statement (aA) filed in connection with any employee stock option or other benefit plan, (bB) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) (C) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (cD) for an offering solely of debt that is convertible into equity securities of the Company, Company or (dE) for a dividend reinvestment plan, or (eii) consummate an Underwritten Offering for any issuances its own account or for the account of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between shareholders of the Company or any of its Affiliates and any third party, or (f) filed other than pursuant to subsection 2.1.1the terms of this Agreement), then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable (but in the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement), which notice shall (ix) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) 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 identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed 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. 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. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3 and the terms of any lock-up contained in the Sponsor Support Agreement and/or the Bylaws, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders security holders of the Company (or by the Company and by the stockholders any security holders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurity holders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt (other than warrants) that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, plan or (evi) for any issuances of filed to register equity securities issued in connection with a transaction involving a mergerthe Subscription Agreements, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Applicable Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Applicable Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Applicable Holders may request in writing within five (5) days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Company shallAs used herein, “Applicable Holder” means any Holder of Registrable Securities that are not subject to an applicable Lock-up Period as of the effectiveness of the applicable Registration Statement or, in good faiththe case of an Underwritten Offering pursuant to a Shelf Registration, the final prospectus or prospectus supplement for such offering. Subject to Section 2.2.2, the Company shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Applicable Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit planbenefit, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment planplan or a rights offering, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Sponsor Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the 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. If Subject to Section 5(c), if the Company Issuer proposes to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company Issuer, including, without limitation, pursuant to demands under Section 2.2 hereof5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Issuer and by the stockholders of the Issuer including, without limitation, an Underwritten Shelf Takedown), other than a Registration Statement registration statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a registration statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the CompanyIssuer, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities in connection with a transaction involving a mergerBlock Trade (as defined below), consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between then the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company Issuer shall give written notice of such proposed filing offering to all of the Eligible Subscriber Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Eligible Subscriber Holders may request in writing within five (5) days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Company Subject to Section 5(a)(ii)(1), the Issuer 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Eligible Subscriber Holders pursuant to this subsection 2.3.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed 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 Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Companyunderwritten offering.

Piggyback Rights. If the Company NewCo proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of NewCo, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of NewCo, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)NewCo, other than a Registration Statement (aA) filed in connection with any employee stock option or other benefit plan, (bB) for an exchange offer or offering of securities solely to the CompanyNewCo’s existing stockholdersshareholders, (cC) for an offering solely of debt that is convertible into equity securities of the CompanyNewCo, (dD) for a dividend reinvestment planplan or (E) pursuant to a Registration Statement on Form X-0, X-0 (e) for any issuances of securities in connection with or similar form that relates to a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between subject to Rule 145 under the Company Securities Act or any of its Affiliates and any third partysuccessor rule thereto), or (fii) filed pursuant to subsection 2.1.1consummate an Underwritten Offering for its own account or for the account of shareholders of NewCo, then, subject to the MNPI Provisions, the Company then NewCo shall give written notice of such proposed filing action to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable (but in the case of filing a Registration Statement, not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement), which notice shall (ix) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) 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 in the case of filing a Registration Statement or an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then two (2) days), in each case after receipt of such written notice (such Registration, a “Piggyback Registration”). The Company NewCo 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed NewCo 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 2.3.12.2.1 shall, subject to Section 3.3 and Article IV3.3, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyNewCo.

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible convertible, into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, (bii) for an exchange offer on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities filed in connection with a transaction involving a mergerBlock Trade, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering (or such shorter period of days (but not less than two (2) business days) as may be agreed by holders of at least 25% of the outstanding Registrable Securities), which notice shall (iA) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3offering and to the extent then known a good faith estimate of the proposed minimum offering price, and (iiiB) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days (or such shorter period of days (but not less than one (1) business day) as may be agreed by holders of at least 25% of the outstanding Registrable Securities) after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. If Subject to Section 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company Company, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereofsubsection 2.1.4), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (civ) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), including a Block Trade, (vi) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vii) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than twenty five (205) business days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 the sending of such written notice (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause and each such Holder that includes all or a portion of such Holder’s Registrable Securities identified in a Holder’s response noticed described such Piggyback Registration, the “Piggyback Registration Rights Holders”); provided, further, that if the Company has been advised in writing by the foregoing sentence to managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the Underwritten Offering in the opinion of the managing Underwriter or Underwriters of a proposed Underwritten OfferingUnderwriter(s), if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is shall not be required to be filed included in offer such Registration and opportunity to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(sor (2) selected for such Underwritten Offering by the Company.if any Registrable

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, plan or (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Common Stock Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, 2.3 and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or, in the case of a Block Trade, within two (2) business days) (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence 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, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company stockholder(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. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the CompanyCompany or, (div) for a dividend reinvestment plan, plan (ev) for any issuances a rights offering (vi) for a Block Trade or (vii) an “at the market”, equity line of securities in connection with credit or similar registered offering through a transaction involving a mergerbroker, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third partysales agent, or (f) filed pursuant to subsection 2.1.1distribution agent, thenwhether as agent or principal, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. If If, at any time following expiration of the Lock-Up Period, (x) the Company has not already caused such Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and has been declared effective by, the Commission and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this subsection 2.2.1) and (y) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities in connection with a transaction involving a mergerrights offering, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty five (205) days Business Days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Form S-3, the applicable “red xxxxxxx” prospectus or prospectus supplement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days after receipt of such written notice (such Registration, Registration a “Piggyback Registration”). The Subject to subsection 2.2.2, 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 commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If the Company proposes to (i) file a Registration Statement registration statement, prospectus or prospectus supplement under the U.S. Securities Act Law with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Company, other than a Registration Statement registration statement, prospectus or prospectus supplement (aA) filed in connection with any employee stock option or other benefit plan, (bB) pursuant to a registration statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (cD) for an offering solely of debt that is convertible into equity securities of the Company, Company or (dE) for a dividend reinvestment plan, or (eii) consummate an Underwritten Offering for any issuances its own account or for the account of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between shareholders of the Company or any of its Affiliates and any third party, or (f) filed other than pursuant to subsection 2.1.1the terms of this Agreement), then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable (but in the case of filing a registration statement, prospectus or prospectus supplement, not less than twenty five (205) days before the anticipated filing date of such Registration Statementregistration statement, prospectus or prospectus supplement), which notice shall (ix) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) 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 (5a) three (3) days in the case of filing a registration statement, prospectus or prospectus supplement 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 identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed 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. 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. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3 and the terms of any lock-up contained in the Sponsor Support Agreement and/or the Bylaws, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders security holders of the Company (or by the Company and by the stockholders any security holders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholderssecurity holders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt (other than warrants) that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, plan or (evi) for any issuances of filed to register equity securities issued in connection with a transaction involving a mergerthe Subscription Agreements, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Applicable Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Applicable Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Applicable Holders may request in writing within five (5) days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Company shallAs used herein, “Applicable Holder” means any Holder of Registrable Securities that are not subject to an applicable Lock-up Period as of the effectiveness of the applicable Registration Statement or, in good faiththe case of an Underwritten Offering pursuant to a Shelf Registration, the final prospectus or prospectus supplement for such offering. Subject to Section 2.2.2, the Company shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Applicable Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If If, at any time and from time to time on or after the expiration of the Lock-up Period applicable to the Registrable Securities of a Holder (if any), the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit planplan on Form S-8 (or other successor registration statement form thereof), (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, or (ev) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company filed on Form S-4 (or any of its Affiliates and any third partysuccessor registration statement form thereof), or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities and the holders of other equity securities that the Company is obligated to register in a Registration (excluding collectively, the Sponsor with respect “Other Holders”) pursuant to any Registrable Securities distributed by separate written contractual piggy-back registration rights (including, without limitation, pursuant to the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicableSponsor’s Registration Rights Agreement) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 identified in a Holder’s response noticed described in and, subject to the foregoing sentence provisions of subsection 2.2.2, the securities of any Other Holders 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, if any, Offering to permit the Registrable Securities and, subject to the provisions of subsection 2.2.2, the securities of any Other Holders requested by the Holders or Other Holders, as applicable, pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 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, if requested by the Underwriter(s), shall execute a customary lock-up agreement in favor of the Underwriters (in each case on substantially the same terms and conditions as all such Holders participating in such Underwritten Offering).

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form F-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, (ev) for any issuances of securities in connection with a transaction involving a mergerBlock Trade, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fvi) filed pursuant to subsection 2.1.1Section 2.1.1 hereunder or (vii) filed in connection with any business combination or acquisition by or involving the Company or its subsidiaries, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty seven (207) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five three (53) business days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall 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. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) for a dividend reinvestment plan, (ev) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third partyrights offering, or (fvi) filed pursuant to subsection 2.1.1register the resale by selling stockholders of equity securities of the Company issued by the Company as consideration in an acquisition approved by the Board, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.”

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) contemplated by the separate registration rights agreement and the standby equity purchase agreement, in each case, among the Company and the Third-Party Investor Holders (collectively, the “Third-Party Investor Registration Rights Agreement”), (ii) contemplated by the Warrant Agreement, dated as of March 17, 2021, between the Company and Continental Stock Transfer & Trust Company (the “NioCorp Warrants Registration Obligations”), (iii) filed in connection with any registration rights obligations contemplated by the Fee Reduction Agreement, dated as of September 6, 2022, between GX and Cantor Xxxxxxxxxx & Co., the Fee Reduction Agreement, dated as of September 14, 2022, between GX and BTIG, LLC, or any similar arrangements or agreements that GX is party thereto (collectively, the “GX Fee Arrangements”), (iv) contemplated by the Convertible Security Funding Agreement, dated February 26, 2021, between the Company and Xxxx Global Asset Management III, LLC, as amended (the “Xxxx Agreement”) (v) filed on Form S-8 or otherwise in connection with any employee stock option or other benefit plan, (bvi) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (cvii) for an offering solely of debt that is convertible into equity securities of the Company, (dviii) for a dividend reinvestment plan, (eix) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fx) filed pursuant to subsection 2.1.1an Other Coordinated Offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities intended to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering Offering. If the Company proposes to qualify by way of a Canadian prospectus the Companydistribution of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities substantially as contemplated by this Section 2.2.1, Holders of Registrable Securities shall be entitled to request that the offering of such Registrable Securities be qualified by way of such Canadian prospectus as if it would constitute a Piggyback Registration and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with generally accepted Canadian practice to the applicable Canadian prospectus, any supplement thereto and the offering of Registrable Securities thereunder.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.12.2.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding (i) the Sponsor with respect to any the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Up Period or the Private Placement Lock-up Up Period, as applicableapplicable and (ii) Sonder Non-Affiliate Holders in connection with a Demand Registration requested by the Gores Demanding Holders) as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, 2.3 and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration, Registration a “Piggyback Registration”). In no event will the Sonder Non-Affiliate Holders be entitled to participate in a Demand Registration or Block Trade requested by the Gores Demanding Holders. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence 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, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the of Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or Company stockholder(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. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 Article II hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the Company, (div) filed in connection with an “at-the-market” offering or (v) for a dividend reinvestment planplan or a rights offering, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up PeriodUp Periods, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution distribution, (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 (or in the case of a Block Trade, within one (1) business day) (such Registration, Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1Section 2.04(a), subject to Section 3.3 3.04 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 the Holders as provided in Section 2.02(c) or Section 2.03(a). For purposes of this Section 2.04, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.04).

Piggyback Rights. If Pursuant to Piggyback Rights in previous versions of this 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 stockholders of the Company (or all Shares issued by the Company prior to April 30, 2005 and Shares issuable by the stockholders 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 2.2 hereof)a written opinion letter to such effect, other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely addressed and acceptable to the Company’s existing stockholders, (c) transfer 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 an offering solely any sales of debt that is convertible into equity securities shares of the Company’s Common Stock (or any warrants, (d) for a dividend reinvestment planunits, (e) for any issuances of securities in connection with a transaction involving a mergerconvertibles, consolidation, sale, exchange, issuance, transfer, reorganization rights or other extraordinary transaction between securities related or linked to any shares of the Company’s Common Stock) on behalf of the Company or any of its Affiliates and any third party, or otherwise (f) filed that are not the Registered Shares pursuant to subsection 2.1.1, then, subject to the MNPI Provisionsabove paragraph), 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 the Holders of Registrable Securities (excluding the Sponsor with respect Warrants, Class 3 Notes, or Shares; provided that registrations relating solely to any Registrable Securities distributed securities to be issued by the Sponsor 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 its members following the expiration this Section 17.1. If holders of the Founder Warrants, Class 3 Notes or Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty so request within thirty (2030) days before the anticipated filing date of receipt of such Registration Statementnotice, which notice the Company shall (i) 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 registration (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities 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 Company shall, in good faith, cause such Registrable If the Securities identified and Exchange Commission requires that the number of Subsequent Registered Shares of Common Stock included in a Holder’s response noticed described 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 foregoing sentence 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 shall have priority over all other selling shareholders in determining which shares are to be removed from such registration statement. For example, holders of shares or issuable shares that are eligible to be included in such Piggyback Registration and shall use its commercially reasonable efforts registration statement that are eligible to cause the managing Underwriter sell shares or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders issuable shares pursuant to this subsection 2.3.1 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 shall have more of their shares or Company stockholder(s) for whose account the Registration Statement is issuable shares eligible to be filed included in 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 2.3.1, subject to Section 3.3 paragraph shall take precedence and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Companygovern.

Piggyback Rights. If the Company or any Holder who has the right to demand a Shelf Takedown pursuant to the terms of this Agreement proposes to conduct a Shelf Takedown of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities (including securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, ) in each case to be sold in an Underwritten Offering for its the Company’s or such Holder’s own account or for the account of stockholders of the Company other persons or entities (or by the Company and such Holders and by the stockholders of the Company such other persons or entities, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any Shelf Takedown with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (ciii) for an offering solely of debt that is convertible into equity securities of the Company, Company (div) for a dividend reinvestment plan, plan or (ev) for on Form S-4 (or any issuances of securities in connection with similar form that relates to a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between subject to Rule 145 under the Company Securities Act or any of its Affiliates and successor rule thereto), then in the event any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI ProvisionsRegistrable Securities are not then covered under an effective Registration Statement, the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration StatementStatement or the applicable “red hxxxxxx” prospectus or prospectus supplement to be used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities Securities, to the extent permitted under the rules of the Commission, the opportunity to register the sale of include in such offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registrationoffering, a “Piggyback Registration”). The Subject to Section 2.2.2, the Company shall, in good faith, cause such the Registrable Securities identified in a Holder’s response noticed described in that the foregoing sentence Holders of Registrable Securities have requested to be included in such Piggyback Registration and to be so included, to the extent permitted under the rules of the Commission, and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities so requested by the Holders pursuant to this subsection 2.3.1 Section 2.2.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of Common Stock to be sold by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed 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 The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1in a Piggyback Registration shall, to the extent applicable, be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the managing Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company Company, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereofsubsection 2.1.4), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (civ) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than twenty five (205) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 the sending of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”); provided, further, that the exercise of any piggy-back rights with respect to any block trade should be done no later than twenty four (24) hours following receipt of any written notice regarding such Block Trade. 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 and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 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 2.1.4. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration 2.1.4.

Piggyback Rights. If Subject to Section 3.4, if the Company (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 registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit plan, (b) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (cd) for an offering solely of debt that is convertible into equity securities of the Company, Company or (de) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty seven (207) 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 (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five three (53) days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Subject to subsection 2.2.2, 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 and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to such Holder’s agreement to abide by the terms of 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 Companybelow.

Piggyback Rights. If Subject to Section 3.4.3, if the Company PubCo or any Holder proposes to conduct a registered offering of, or if the 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 into, equity securities, for its own account or for the account of stockholders of the Company PubCo (or by the Company PubCo and by the stockholders of the Company PubCo including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof3.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the CompanyPubCo, (div) for a dividend reinvestment plan, (ev) for any issuances of securities in connection with a transaction involving a mergerBlock Trade, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fvi) filed pursuant to subsection 2.1.1Section 3.1.1 hereunder, thenor (vii) filed in connection with an “at-the-market” offering or (viii) filed in connection with any business combination or acquisition by or involving the PubCo or its subsidiaries, subject to then the MNPI Provisions, the Company PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty seven (207) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Holders of Registrable Securities Securities, other than Jefferies, the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five three (53) business days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Company Subject to Section 3.2.2, the PubCo 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 3.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed 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 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall 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. If Subject to Section ‎2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof‎2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) contemplated by the separate registration rights agreement among the Company and the Third-Party Investor Holders (the “Third-Party Investor Registration Rights Agreement”), (ii) contemplated by the Warrant Agreement, dated as of March 17, 2021, between the Company and Continental Stock Transfer & Trust Company (the “NioCorp Warrants Registration Obligations”), (iii) filed in connection with any registration rights obligations contemplated by the Fee Reduction Agreement, dated as of September 6, 2022, between GX and Cantor Xxxxxxxxxx & Co., the Fee Reduction Agreement, dated as of September 14, 2022, between GX and BTIG, LLC, or any similar arrangements or agreements that GX is party thereto (collectively, the “GX Fee Arrangements”), (iv) contemplated by the Convertible Security Funding Agreement, dated February 26, 2021, between the Company and Xxxx Global Asset Management III, LLC, as amended (the “Xxxx Agreement”) (v) filed on Form S-8 or otherwise in connection with any employee stock option or other benefit plan, (bvi) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (cvii) for an offering solely of debt that is convertible into equity securities of the Company, (dviii) for a dividend reinvestment plan, (eix) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fx) filed pursuant to subsection 2.1.1an Other Coordinated Offering, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities intended to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section ‎2.2.2, 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 and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering Offering. If the Company proposes to qualify by way of a Canadian prospectus the Companydistribution of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities substantially as contemplated by this Section ‎2.2.1, Holders of Registrable Securities shall be entitled to request that the offering of such Registrable Securities be qualified by way of such Canadian prospectus as if it would constitute a Piggyback Registration and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with generally accepted Canadian practice to the applicable Canadian prospectus, any supplement thereto and the offering of Registrable Securities thereunder.

Piggyback Rights. If If, at any time on or after the Company date hereof, Holdings proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, securities or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, securities for its own account or for the account of stockholders persons other than the Holders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Registrable Securities, other than a Registration Statement (a) filed in connection with any employee stock option or director share option, compensation or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s Holdings’ existing stockholdersshareholders, (c) for an offering solely of debt that is convertible into equity securities of the CompanyHoldings, (d) for an “at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (e) relating to a transaction pursuant to Rule 145 under the Securities Act or (f) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company then Holdings shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable reasonably practicable, but not less than twenty ten (2010) days (or, in the case of a Block Trade, five (5) days), before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (ii) describe such Holders’ rights under this Section 2.3, and (iii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) days Business Days (unless such offering is an overnight or bought Underwritten Offering or Block Trade, then two (2) days), in each case after receipt of such written notice (such Registration, Registration a “Piggyback Registration”); provided, that if Holdings has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution method of the Holdings Ordinary Shares in, or probability of success of, an Underwritten Offering, then if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), Holdings shall not be required to offer such opportunity to such Holders. The Company Holdings 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 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 stockholder(s) for whose account the Registration Statement is to be filed Holdings included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Holdings. Holdings may postpone or withdraw the Companyfiling or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggyback Rights. If If, at any time on or after the date the Company consummates the Business Combination, the Company proposes to file a Registration Statement on Form S-3 under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, including pursuant to Section 2.2 2.1 or subsection 2.3.4 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit planplan on Form S-8 (or other successor registration statement form thereof), (bii) pursuant to a Registration Statement on Form S-4 (or other successor registration statement form thereof or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (dv) for a dividend reinvestment plan, (evi) for a rights offering, (vii) for the exercise of any issuances warrants, (viii) for a Block Trade, (ix) for an equity line of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third partycredit, or (fx) filed pursuant to subsection 2.1.1for an at-the-market offering of securities, then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities and the holders of other equity securities that the Company is obligated to register in a Registration (excluding collectively, the Sponsor with respect “Other Holders”) pursuant to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lockseparate written contractual piggy-up Period or the Private Placement Lock-up Periodback registration rights, as applicable) as soon as reasonably practicable but not less than twenty five (205) days Business Days before the anticipated filing date of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the anticipated filing of the applicable “red hxxxxxx” prospectus or prospectus supplement, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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, Registration a “Piggyback Registration”); provided, that each such Holder agrees that the fact that such a notice has been delivered shall constitute material non-public confidential information. The Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in and the foregoing sentence securities of any Other Holders, to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders or Other Holders, as applicable, pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyCompany and shall execute a customary lock-up agreement in favor of the Underwriter or Underwriters (in each case on substantially the same terms and conditions as all such Holders participating in such Underwritten Offering).

Piggyback Rights. If Subject to Section 5(c), if the Company Issuer proposes to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company Issuer, including, without limitation, pursuant to demands under Section 2.2 hereof5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Issuer and by the stockholders of the Issuer including, without limitation, an Underwritten Shelf Takedown), other than a Registration Statement registration statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a registration statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the CompanyIssuer, (div) for a dividend reinvestment plan, plan or (ev) for any issuances of securities in connection with a transaction involving a mergerBlock Trade (as defined below), consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between then the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company Issuer shall give written notice of such proposed filing offering to all of the Eligible Subscriber Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a shelf registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Eligible Subscriber Holders may request in writing within five (5) days after receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”). The Company Subject to Section 5(a)(ii)(1), the Issuer 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Eligible Subscriber Holders pursuant to this subsection 2.3.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed 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 Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Companyunderwritten offering.

Piggyback Rights. If Subject to Section 2.3.3, if at any time after the Company expiration of any Lock-up to which a Holder’s shares are subject, if any, New PubCo or any Holder proposes to conduct a registered offering of, or New PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company New PubCo (or by the Company New PubCo and by the stockholders of the Company New PubCo including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 hereof2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to the CompanyNew PubCo’s existing stockholdersshareholders, (ciii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into or exchangeable for equity securities of the CompanyNew PubCo, (dv) for a dividend reinvestment plan, (evi) for a rights offering (including any issuances of securities in connection rights offering with a transaction involving backstop or standby commitment), (vii) a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, Block Trade or (fviii) filed pursuant to subsection 2.1.1an Other Coordinated Offering, then, subject to the MNPI Provisions, the Company then New PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Company rights provided under this Section 2.2.1 shall not be available to any Holder at such time as there is an effective Shelf available for the resale of the Registrable Securities pursuant to Section 2.1. Subject to Section 2.2.2, New PubCo 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed New 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 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.

Piggyback Rights. If the Company proposes to (i) file a Registration Statement registration statement, prospectus or prospectus supplement under the Applicable Securities Act Law with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof)Company, other than a Registration Statement registration statement, prospectus or prospectus supplement (aA) filed in connection with any employee stock option or other benefit plan, (bB) pursuant to a registration statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (cD) for an offering solely of debt that is convertible into equity securities of the Company, Company or (dE) for a dividend reinvestment plan, or (eii) consummate an Underwritten Offering for any issuances its own account or for the account of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between shareholders of the Company or any of its Affiliates and any third party, or (f) filed other than pursuant to subsection 2.1.1the terms of this Agreement), then, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable (but in the case of filing a registration statement, prospectus or prospectus supplement, not less than twenty five (205) days before the anticipated filing date of such Registration Statementregistration statement, prospectus or prospectus supplement), which notice shall (ix) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiy) 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 (5a) three (3) days in the case of filing a registration statement, prospectus or prospectus supplement 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 identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 stockholder(s) for whose account the Registration Statement is to be filed 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. 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. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. (a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereofsubsection 2.2.1), other than a Registration Statement (ai) filed pursuant to Section 2.1 hereof, (ii) with respect to the Principal Holders, filed in connection with a Permitted Apache Offering (which shall be deemed to include the Existing Registration Statement), (iii) filed in connection with any employee stock option or other benefit plan, (biv) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (cv) for an offering solely of debt that is convertible into equity securities of the Company, (dvi) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (fvii) filed pursuant to subsection 2.1.1on Form S-4, then, subject to the MNPI Provisions, then the Company shall within ten (10) days (or if the Registration Statement will be a Shelf Registration Statement, within five (5) days) of the anticipated filing date of such Registration Statement give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty (20) days before the anticipated filing date of such “Piggyback Registration StatementNotice”), which notice shall (iA) describe the amount and type of securities to be included in such offering, Registration and the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. (b) If at any time the Company proposes to conduct an Underwritten Offering (including an Underwritten Offering pursuant to a Demand Registration), for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company) other than, with respect to the Principal Holders only, a Permitted Apache Offering, then the Company shall promptly notify all Holders of such proposal reasonably in advance (and in any event at least two (2) business days before in connection with a “bought deal” or Overnight Underwritten Offering) of the commencement of the offering, which notice shall set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the related registration statement (if applicable) and the number of shares of Class A Common Stock that are proposed to be registered (the “Underwritten Offering Piggyback Notice”). Receipt of any Underwritten Offering Piggyback Notice required to be provided in this subsection 2.3.1(b) to Holders shall be kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Company to each Holder. The Underwritten Offering Piggyback Notice shall offer Holders the opportunity to include in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request in writing (an “Underwritten Piggyback Offering”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to an effective Shelf Registration Statement may be included in such Underwritten Piggyback Offering, unless the Company is then able to file an Automatic Shelf Registration Statement and in the reasonable judgment of the Company, the filing of the same including Registrable Securities of Holders that are not otherwise included in an effective Shelf Registration Statement would not have a material adverse effect on the price, timing or distribution of the Class A Common Stock in such Underwritten Piggyback Offering. The Company shall use commercially reasonable efforts to include in each such Underwritten Piggyback Offering such Registrable Securities for which the Company has received written requests for inclusion therein (“Underwritten Offering Piggyback Request”) within three (3) business days after sending the Underwritten Offering Piggyback Notice (or one (1) business day in connection with a “bought deal” or Overnight Underwritten Offering). All such Holders proposing requesting to distribute include their Registrable Securities through in an Underwritten Piggyback Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.2 2.1 hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer pursuant to a Registration Statement on Form S-4 (or offering of securities solely similar form that relates to a transaction subject to Rule 145 under the Company’s existing stockholdersSecurities Act or any successor rule thereto), (ciii) for an offering solely of debt that is convertible into equity securities of the CompanyCompany or, (div) for a dividend reinvestment plan, plan (ev) for any issuances a rights offering (vi) for a Block Trade or (vii) an “at the market”, equity line of securities in connection with credit or similar registered offering through a transaction involving a mergerbroker, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third partysales agent, or (f) filed pursuant to subsection 2.1.1distribution agent, thenwhether as agent or principal, subject to the MNPI Provisions, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than twenty ten (2010) 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 (iA) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (iiiB) 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 Registrationregistered offering, a “Piggyback Registration”). The Subject to Section 2.2.2, 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 and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 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 or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyOffering.