Common use of Piggyback Rights Clause in Contracts

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

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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 (includingor by the Company and by the stockholders of the Company including pursuant to Section 2), without limitationother than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, registration statements relating (ii) for an exchange offer or offering of securities solely to secondary offerings the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but excluding any Special not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) that would be filed at any time during which this Warrant is still outstanding, describe the amount and the Company will afford the Holder an opportunity to include in such registration statement all or part type of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 3(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission intended method(s) of the Company, up distribution thereof. All such Holders proposing to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (ydistribute their Registrable Securities through an Underwritten Offering under this Section 3(a) shall be allocated pro rata among enter into an underwriting agreement in customary form with the participating Persons, including the Holder, on the basis of the number of securities requested to be included in Underwriter(s) selected for such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. The If, at any time on or after the date hereof, the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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 persons other than the Holders of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (includingiv) for a dividend reinvestment plan, without limitationthen the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven (7) days before the anticipated filing date of such Registration Statement, registration statements relating to secondary offerings which notice shall (A) describe the amount and type of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three (3) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions The notice periods set forth hereinin this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.3.3.

Piggyback Rights. The Company agrees that it shall notify the Holder in writing at least 10 days prior If, pursuant to the filing Registration Rights Agreement, the Registering Entity proposes to register for sale any of any registration statement under its equity securities, the Securities Act for purposes of a public offering of Common Stock Company shall deliver written notice (the “LLC Piggyback Notice”) to each of the Company Members regarding such proposed registration (includingsuch LLC Piggyback Notice to include the number of equity securities that the Registering Entity proposes to register in such registration (the “Incidental Holdings Shares”). Such LLC Piggyback Notice shall set forth the principal terms and conditions of the issuance, without limitationincluding the proposed offering price (or range of offering prices) and the anticipated filing date of the registration statement. Within 5 Business Days of such Members’ receipt of the LLC Piggyback Notice, registration statements relating if the Piggyback Investors determine to secondary offerings of securities exercise, on behalf of the Company, but excluding any Special Registration Statementthe “piggyback rights” in whole or in part, then the Piggyback Investors shall deliver a joint written instruction (the “Piggyback Response Instruction”) that would be filed at any time during which this Warrant is still outstanding, and to the Company will afford stating that such Piggyback Investors have elected to exercise the Holder an opportunity “piggyback rights” on behalf of the Company, such notice to include (x) the amount of LLC Owned Shares that such Piggyback Investors have elected to include in such “piggyback” registration statement plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all or part Members (other than the Piggyback Investors electing to exercise the “piggyback rights” on behalf of the Warrant Shares subject Company) and (2) the Individual Demand Percentage applicable to such registration as set forth in the provisions hereof Piggyback Response Instruction. Upon receipt by the Company of a Piggyback Response Instruction, the Company shall promptly (i) deliver a written notice to each other Member regarding such proposed registration (such registration statement, notice to include the “amount of LLC Owned Shares that the Piggyback Registration Statement”). If the Holder desires Investors have elected to include in any such Piggyback Registration Statement all or any part “piggyback” registration, and the corresponding number of the Warrant LLC Owned Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires relating to effect the registration of such Warrant Shares. The Company each other Member which will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such “piggyback” registration (the “Individual Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (iShares”)) the Company shall be entitled to select the underwriters in its sole discretion and (ii) deliver a notice to the Holder must Registering Entity, which shall include the request to register and sell all Warrant publicly the aggregate number of LLC Owned Shares included on indicated in the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms Response Instruction and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the aggregate number of such securities, when taken together with the Warrant LLC Owned Shares requested relating to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at each other Member which the securities of the Company may be sold), then the number of securities of the Company to will be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with piggyback” registration. The Company shall distribute the securities proceeds of the Company to be sale of any Individual Piggyback Shares that are included in such offering “piggyback” registration to the Members in accordance with Article IX. The Members acknowledge and agree that any cutbacks or other restrictions on any “piggyback” registration under the Registration Rights Agreement will affect each of the Members on a pro rata basis (based on the following priority: (x) first, the number of securities that the Company seeks Individual Attributable Common Shares then related to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which each such securities of the Company may be soldMember); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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, registration statements relating pursuant to secondary offerings Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed registration to all of the Holders of Registrable Securities as soon as practicable but excluding any Special no later than (5) days following the initial filing date of such Registration Statement, which notice shall (A) that would be filed at any time during which this Warrant is still outstanding, describe the amount and the Company will afford the Holder an opportunity to include in such registration statement all or part type of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. The Company agrees that it shall notify If, at any time on or after the Holder in writing at least 10 days prior date hereof, Holdco proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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 Holdco, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all of the Company Holders of Registrable Securities as soon as practicable but not less than twenty (including20) days before the anticipated filing date of such Registration Statement, without limitation, registration statements relating to secondary offerings which notice shall (A) describe the amount and type of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration Statement. The Holder and shall use its 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 entitled to sell the Warrant Shares included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders 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 method intended methods of distribution requested 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 Underwriters selected for such Underwritten Offering by it; provided that, if Holdco or Holdco shareholders for whose account the Piggyback Registration Statement relates is to be filed. For purposes of this Section 2.3, the filing by Holdco of an underwritten offering, then (iautomatic shelf registration statement for offerings pursuant to Rule 415(a) the Company shall be entitled that omits information with respect to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten any specific offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter Rule 430B shall be of the opinion that the number of not trigger any notification or participation rights hereunder until such securities, when taken together time as Holdco amends or supplements such Registration Statement to include information with the Warrant Shares requested to be included in a public primary offering pursuant respect to a piggyback registration request under specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold2.3). The Underwriter Cutbacks described in Holdco may postpone or withdraw the immediately preceding clause (y) shall be allocated pro rata among filing or the participating Persons, including the Holder, on the basis effectiveness of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to at any time on its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinown good faith determination.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, registration statements relating pursuant to secondary offerings Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but excluding any Special not less than four (4) days before the anticipated filing date of such Registration Statement, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statementPiggyback Registration, the “Piggyback Registration StatementRights Holders”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder The Company shall, within seven days after the above-described notice from the Companyin good faith, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Statement. The Holder shall Rights Holders pursuant to this subsection 2.2.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission 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 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described notice periods set forth in the immediately preceding clause (y) this subsection 2.2.1 shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested not apply to be included an Underwritten Shelf Takedown conducted in such registration by such Personsaccordance with subsection 2.3.3. The Company may shall have the right to terminate or withdraw a 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 Statement prior Rights Holder has elected to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described include Registrable Securities in the prospectus included in the Piggyback Registration Statementsuch Registration. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale Selling Expenses) of Warrant Shares) such withdrawn registration shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities Company in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company accordance with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 3.6.

Piggyback Rights. The Company agrees that it shall notify the Holder in writing at least 10 days prior If PubCo proposes to the filing of any registration statement file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for purposes or convertible into Equity Securities of PubCo, for its own account or for the account of shareholders of PubCo, other than a public Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of Common Stock securities solely to PubCo’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to each Special Holder, Management, Significant Co-Investor and any other Restricted Holder (collectively, the Company “Piggyback Holders”) as soon as practicable but not less than four (including4) calendar days before the anticipated filing date of such Registration Statement or, without limitationin the case of an underwritten offering pursuant to a Shelf Registration, registration statements relating to secondary offerings the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Piggyback Holders the opportunity to include in such registration statement all or part registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that each Piggyback Holder agrees that the Warrant Shares fact that such a notice has been delivered shall constitute Confidential Information subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”)Section 2.2. If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and PubCo shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in such Piggyback Registration, at all times subject to Article IV, and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Statement. The Holder shall Holders pursuant to this Section 3.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Piggyback Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Piggyback Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 3.6 below.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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, registration statements relating pursuant to secondary offerings Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely to the Company’s then existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to the Holder as soon as practicable but excluding any Special not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to the Holder an the opportunity to include register the sale of such number of Registrable Securities as such Holder may request in writing within five (5) days after receipt of such registration statement all or part of the Warrant Shares subject to the provisions hereof written notice (such registration statement, the Registration a “Piggyback Registration StatementRegistration”). If the Holder desires The Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter or Underwriters of a proposed Underwritten Offering to which inclusion shall have been so permit the Registrable Securities requested by the Holder pursuant to this subsection 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission intended method(s) of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold)distribution thereof. The Underwriter Cutbacks described Holder proposing to distribute its Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the immediately preceding clause (yUnderwriter(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in selected for such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the The Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed agrees that, except as required by the Companyapplicable law, the Holder shall nevertheless continue to have treat as confidential any notice or other communication in connection with any Piggyback Registration and shall not disclose or use the right to include any Warrant Securities information contained in any subsequent registration statement such notice without the prior written consent of the Company until such time as the information contained therein is or registration statements (becomes public, other than any Special Registration Statement) as may be filed a result of disclosure by the Company with respect to offerings Holder of its securities, all upon Registrable Shares in breach of the terms and conditions set forth hereinof this Agreement.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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, registration statements relating pursuant to secondary offerings Section 2.2 hereof), other than an Excluded Registration, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. The Subject to Section 7, at any time and from time to time after the Closing Date, if the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any (A) file a registration statement under the Securities Act for purposes of a public with respect to an offering of Common Stock Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company (includingother than a form not available for registering the resale of the Registrable Securities to the public), without limitationfor its own account or for the account of a stockholder of the Company that is not a party to this Agreement, registration statements relating to secondary offerings or (B) conduct an offering of Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company, but excluding any Special Registration Statementfor its own account or for the account of a stockholder that is not a party to this Agreement (such offering referred to in clause (A) that would be filed at any time during which this Warrant is still outstandingor (B), and a “Piggyback Offering”), the Company will afford shall promptly give written notice (the Holder an “Piggyback Notice”) of such Piggyback Offering to the Registration Rights Parties. The Piggyback Notice shall include the amount and type of securities to be included in such offering, the expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Registration Rights Parties the opportunity to include in such registration statement all or part Piggyback Offering such amount of the Warrant Shares subject Registrable Securities as each Registration Rights Party may request. Subject to the provisions hereof (such registration statementSection 2(c)(ii) and Section 2(c)(iv), the “Piggyback Registration Statement”). If the Holder desires to Company will include in any such each Piggyback Registration Statement Offering all or any part of Registrable Securities for which the Warrant Shares held by it, the Holder shall, Company has received written requests for inclusion within seven ten days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in date the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; Notice is given (provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion case of a block trade or a Bought Deal, such written requests for inclusion must be received within one Business Day after the managing underwriter, would not adversely affect date the marketing of the offering (including the price at which such securities of the Company may be soldPiggyback Notice is given); (y) secondprovided, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Companyhowever, in each case, up to the number that, in the opinion case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company Registrable Securities requested to be included by any other Person(s) in the offering offered. All Registration Rights Parties proposing to distribute their securities through a Piggyback Offering, as a condition for inclusion of their Registrable Securities therein, shall agree to enter into an underwriting agreement with the permission of Underwriters for such Piggyback Offering; provided, however, that the Company, up to the number that, underwriting agreement is in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereincustomary form.

Piggyback Rights. The Company agrees that it shall notify the If PubCo or any Holder in writing at least 10 days prior proposes to the filing of any registration statement conduct a registered offering of, or if PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for purposes or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo, including an Underwritten Shelf Takedown pursuant to Section 2.1), other than a public Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan or SEC Rule 145 transaction, (ii) for an exchange offer or offering of Common Stock securities solely to PubCo’s existing stockholders, (iii) for an offering of debt that is convertible into Equity Securities of PubCo or (iv) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to all Holders as soon as practicable but not less than four (4) calendar days before the Company anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (including, without limitation, registration statements relating to secondary offerings A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Holders the opportunity to include in such registration statement all or part registered offering such number of Registrable Securities as such Holders may request in writing within three (3) calendar day after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that each Holder agrees that the Warrant Shares fact that such a notice has been delivered shall constitute Confidential Information subject to the provisions hereof (Section 4.14. PubCo shall cause such registration statement, the “Piggyback Registration Statement”). If the Holder desires Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter or Underwriters of a proposed Underwritten Offering to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 2.6.

Piggyback Rights. The Company agrees that it shall notify the If PubCo or any Special Holder in writing at least 10 days prior proposes to the filing of any registration statement conduct a registered offering of, or if PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for purposes or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1), other than a public Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of Common Stock securities solely to PubCo's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to all Special Holders as soon as practicable but not less than four (4) calendar days before the Company anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (including, without limitation, registration statements relating to secondary offerings A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Special Holders the opportunity to include in such registration statement all or part registered offering such number of Registrable Securities as such Special Holders may request in writing within three (3) calendar day after receipt of such written notice (such registered offering, a "Piggyback Registration"); provided that each Special Holder agrees that the Warrant Shares fact that such a notice has been delivered shall constitute Confidential Information subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”)Section 2.3. If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and PubCo shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in the such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 3.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Special Holder's Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Special Holder's agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 3.6 below.

Piggyback Rights. The (a) Each time the Company agrees that it shall notify the Holder in writing at least 10 days prior is planning to the filing of any file a registration statement under the Securities Act for purposes in connection with the sale of a public offering of Common Stock of the Company (including, without limitation, registration statements relating to secondary offerings shares of securities of the CompanyCompany that are of the type that are Registrable Securities by (i) the Company (other than in connection with an IPO comprised solely of the primary offer and sale of Common Stock by the Company or a registration statement on Form S-4 or S-8 or any similar or successor form) or (ii) any Stockholder (the Company or such Stockholder in such case, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingthe "Initiating Party"), and the Company will afford the give prompt written notice thereof to Holder an opportunity and to include in such registration statement all or part of the Warrant Shares subject Holdings, at least 15 Business Days prior to the provisions hereof (anticipated filing date of such registration statement, . Upon the “Piggyback Registration Statement”). If written request of Holder made within 20 Business Days after the Holder desires to include in receipt of any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, which request will specify the Registrable Securities (the "Piggy-Back Shares") intended to be disposed of by Holder in such offering, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Piggy-Back Shares which the Company has been so notify requested to register by Holder to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, Holder must sell the Piggy-Back Shares to the underwriters on the same terms and conditions as apply to the Initiating Parties. (b) If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advise the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offeringin their opinion, then (i) the Company shall be entitled number of Registrable Securities which the Initiating Party intends to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement include in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In registration, together with the event Piggy-Back Shares, exceeds the managing underwriter shall be of the opinion that the largest number of such securities, when taken together with the Warrant Shares requested to securities which can be included sold in a public primary such offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of without having an adverse effect on such offering (including including, but not limited to, the price at which the securities Registrable Securities can be sold) or (ii) the inclusion of Registrable Securities owned by Holder in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the securities, if any, that the Company may be sold)proposes to sell for its own account, then and (B) second, to the extent that the number of securities of which the Company proposes to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with sell is less than the number of securities of which the Company to has been advised can be included sold in such offering based on without having the following priority: (x) firstadverse effect referred to above, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion Registrable Securities of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, determined on the basis of the relative percentage relationships of (x) the number of securities requested Registrable Securities to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than (y) the period contemplated by the intended manner number of distribution for the securities of the Company Registrable Securities to be sold included by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (all other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinStockholders.

Piggyback Rights. The 2.1 If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any (a) file a registration statement under the Securities Act with respect to an Underwritten Offering (other than a form not available for purposes registering the resale of the Registrable Securities to the public), for its own account or for the account of a public offering of Common Stock of the Company stockholder that is not a party to this Agreement, or (including, without limitation, registration statements relating b) conduct an Underwritten Offering pursuant to secondary offerings of securities of a Shelf Registration Statement previously filed by the Company, but excluding any Special Registration Statementfor its own account or for the account of a stockholder that is not a party to this Agreement (such offering referred to in clause (a) that would be filed at any time during which this Warrant is still outstandingor (b), and a “Piggyback Offering”), the Company will afford shall promptly give written notice (the Holder an “Piggyback Notice”) of such Piggyback Offering to the Holders. The Piggyback Notice shall include the amount and class of securities proposed to be offered, the expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Holders the opportunity to include in such registration statement all or part Piggyback Offering such amount of Registrable Securities (of the Warrant Shares same class as the securities proposed to be offered by the Company) as each Holder may request. The Company shall, subject to the provisions hereof (such registration statementof Section 3, the “Piggyback Registration Statement”). If the Holder desires to include in any each Piggyback Offering 100%, or such Piggyback Registration Statement all or any part of the Warrant Shares held portion as permitted by it, the Holder shall, within seven days after the above-described notice from the Company, so notify Commission Guidance (provided that the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause advocate with the Commission for the registration of all or the maximum number of the applicable Registrable Securities as permitted by Commission Guidance), of the applicable Registrable Securities for which the Company has received written requests for inclusion within ten Business Days after the date the Piggyback Notice is given (provided that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (any of the foregoing, a “Bought Deal”), such Warrant Shares written requests for inclusion must be received within three Business Days after the date the Piggyback Notice is given); provided, however, that, in the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. 2.2 If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or to delay the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation set forth in Section 2.1 in connection with the abandoned or delayed Piggyback Offering, without prejudice. 2.3 Any Holder requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Company, (a) at least three Business Days prior to the anticipated effective date of the registration statement filed in connection with such Piggyback Offering if the registration statement requires acceleration of effectiveness or (b) in all other cases, one Business Day prior to the anticipated date of the filing by the Company pursuant to Rule 424 under the Securities Act of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering; provided, however, that the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering. 2.4 Notwithstanding the foregoing, any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company at any time requesting that such Holder not receive notice from the Company of any proposed Piggyback Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. 2.5 Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation on the number of Registrable Securities to be included in a particular Piggyback Offering (notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), which limitation exceeds the number of Registrable Securities requested by Holders to be included therein pursuant to Section 2.1, then, except to the extent that such a Holder waives its rights to have such Registrable Securities included in such Piggyback Offering, the amount of Registerable Securities included in such Piggyback Offering will be correspondingly reduced pro rata among the Holders requesting such inclusion based on the number of Registrable Securities requested by such Holder to be so included. 2.6 If the managing underwriters for a Piggyback Offering initiated by the Company for its own account advise the Company that in their opinion the inclusion of all shares of capital stock requested to be included in such Piggyback Offering (whether by the Company, the Holders or any other Person) may have a Negative Impact (as defined below), then all such shares to which inclusion be included therein shall have been so be limited to the shares that the managing underwriters believe can be sold without a Negative Impact and shall be allocated as follows: (a) first, to the Company, and (b) second, to the extent that any additional shares can, in the opinion of such managing underwriters, be sold without a Negative Impact, pro rata among the Holders who properly requested to include their Registrable Securities and the Company’s stockholders who properly requested to include their shares pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights (based on the number of shares of the applicable class of capital stock properly requested by such stockholders to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell Offering). 2.7 If the Warrant Shares included in managing underwriters for a Piggyback Registration Statement in accordance with the method of distribution requested Offering initiated by it; provided that, if the Piggyback Registration Statement relates a stockholder that is not a party to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering this Agreement pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securitiesagreement, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under other than this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”)Agreement, with the securities Company that provides for registration rights advise such stockholder that in their opinion the inclusion of the Company to be included in such offering based on the following priority: (x) first, the number all shares of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities capital stock requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration Offering (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed whether by the Company, the Holder Holders, the initiating stockholder or any other Person) may have a Negative Impact, then all such shares to be included therein shall nevertheless continue be limited to have the right shares that the managing underwriters believe can be sold without a Negative Impact and shall be allocated as follows: (a) first, to the initiating stockholder, (b) second, to the extent that any additional securities can, in the opinion of such managing underwriters, be sold without a Negative Impact, to the Holders who properly requested to include their Registrable Securities (based on the number of shares of the applicable class of securities subject to the Piggyback Offering beneficially owned at such time by such Holders), and (c) third, to the extent that any Warrant Securities additional securities can, in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may the opinion of such managing underwriters, be filed by sold without a Negative Impact, to the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinCompany.

Piggyback Rights. The Company agrees that it shall notify (a) If, for a period ending three (3) years from the Holder in writing at least 10 days prior Closing Date, Bancorp proposes to register or conduct a "shelf take down" of any of its securities pursuant to a firm commitment underwritten offering to the filing public or an offering that is a "bought deal" with one or more investment banks (other than pursuant to Section 2.01), Bancorp will promptly give written notice to the Holders of any its intention to effect such a registration statement or engage in such transaction. Bancorp will affect the registration under the Securities Act for purposes of a public offering of Common Stock of the Company (includingof, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to or include in such registration statement shelf take down, all or part of Registrable Securities that the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to Holders request be included in such transaction (a "Piggyback Registration") by a written notice delivered to Bancorp within five (5) Business Days after the Piggyback Registration Statementnotice given by Bancorp in the preceding sentence. The Holder shall be entitled Subject to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided thatSection 2.03(b), if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares securities requested to be included in a public primary offering Piggyback Registration pursuant to a piggyback this Section 2.03 shall be included by Bancorp on the same form of Registration Statement as has been selected by Bancorp for the securities Bancorp is registering for sale referred to above. The Selling Holders shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. If Bancorp elects to terminate any registration request filed under this Section 10(a), alone or taken together with 2.03 prior to the equity securities of the Company to be included therein, would adversely affect the marketing effectiveness of such offering (including the price at which registration, or abandon any shelf take down, Bancorp will have no obligation to register or offer for sale the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested sought to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, Selling Holders in each case, up such transaction under this Section 2.03. There shall be no limit to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included Piggybank Registrations pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (ythis Section 2.03(a), and such registrations shall not count toward the limitation on number of securities of the Company requested to be included by any other Person(s) Underwritten Offerings set forth in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be soldSection 2.01(h)(ii). The Underwriter Cutbacks described If the underwriter of a Registration Statement under this Section 2.03 advises Bancorp that in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the timing, distribution or per share offering price), Bancorp will include in such registration or Prospectus securities in the following order of priority: (i) first, 100% of the Common Shares and other securities Bancorp proposes to sell, (ii) second, the Registrable Securities of the Selling Holders who have requested inclusion of Registrable Securities pursuant to this Section 2.03 pro rata on the basis of the aggregate number of such securities or shares owned by each such Persons. The Company Person (assuming the conversion of all of the Preferred Shares to Common Shares if the Preferred Shares shall then be outstanding), or as such Holders may withdraw a Piggyback Registration Statement prior otherwise agree, and (iii) third, any other securities of Bancorp that have been requested to its being declared effective without incurring any liability be so included, subject to the terms of this Agreement. Bancorp shall select the investment banking firm or firms to act as the lead or managing underwriter or underwriters in connection with an offering made pursuant to this Section 2.03. No Selling Holder and shall not be required may participate in any underwritten offering under this Section 2.03 unless such Selling Holder (i) agrees to keep a Piggyback Registration Statement effective for longer than sell the period contemplated Registrable Securities it desires to have covered by the intended manner Underwritten Offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of distribution for attorney, indemnities, underwriting agreements and other documents required under the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses terms of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinarrangements.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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, registration statements relating pursuant to secondary offerings Section 2.1 hereof), other than an Excluded Registration, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions The notice periods set forth hereinin this subsection 2.2.1 shall not apply to a Shelf Underwritten Offering conducted in accordance with subsection 2.3.3.

Piggyback Rights. The Company agrees (a) Following the Closing Date, in the event that Parent at any time proposes to conduct a registered public underwritten offering of shares of Common Stock for cash, whether or not for sale for its own account (a “Contemplated Offering”), subject to the last sentence of this Section 4.1(a), it shall notify the at each such time give prompt written notice (a “Piggyback Notice”) to each Holder in writing at least 10 days prior of its intention to do so, which Piggyback Notice shall specify, to the filing extent then known, the number of any registration statement under shares of Common Stock to be offered; provided, however, that, if Parent has not yet determined the Securities Act number of shares of Common Stock to be offered, the Piggyback Notice may specify a range of share numbers that Parent is then contemplating and Parent shall undertake to inform the Holder(s) upon a final determination regarding the size of the Contemplated Offering, but the initial Piggyback Notice shall be deemed to constitute adequate notice for purposes of this Agreement. Upon the written request of a public offering Holder made within five (5) business days after receipt of the initial Piggyback Notice by such Holder (which request shall specify the number of shares of Common Stock intended to be disposed of the Company (includingby such Holder), without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the other provisions hereof (such registration statementof this Section 4, the “Piggyback Registration Statement”). If the Holder desires to Parent shall include in any such Piggyback Registration Statement all or any part of the Warrant Contemplated Offering the Shares held by it, the such Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have Parent has been so requested to be included include (the “Piggyback Rights”). Notwithstanding anything to the contrary contained in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a)4.1, alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and Parent shall not be required to keep include any Shares held by a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue offering pursuant to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinRegistration.

Piggyback Rights. The If (but without any obligation to do so) the Company agrees that it shall notify proposes to register (including for this purpose a registration effected by the Holder in writing at least 10 days prior to Company for holders of capital stock other than the filing Holders) any Common Shares or other equity securities of any registration statement the Company under the Securities Act for purposes of a in connection with the public offering of Common Stock of the Company such securities solely for cash (including, without limitationfor this purpose, an Underwritten Shelf Takedown pursuant to Section 2.1) (other than a registration statements relating solely to secondary offerings the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered is Common Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the CompanyRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but excluding any Special not less than ten (10) calendar days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Holders may request in writing within five (5) calendar days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If Subject to Section 2.2.2, the Holder desires Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by itand, the Holder shallif applicable, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Warrant Shares as Piggyback Registration to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included therein on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such registered offering and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the Holder and contrary, the Holders shall not be required have no rights under this Section 2.2.1 if the registration statement the Company proposes to keep file is solely for purposes of a Piggyback Registration Statement effective for longer than delayed or continuous offering pursuant to Rule 415 under the period contemplated by Securities Act and, at the intended manner of distribution for the securities time of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses filing of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Companystatement, the Holder shall nevertheless continue to have the right to include any Warrant Securities Company is in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company compliance with respect to offerings of its securities, all upon the terms and conditions set forth hereinobligations under Section 2.1.

Piggyback Rights. The Company agrees that it shall notify the Subject to subsection 2.9.3, if PubCo or any Holder in writing at least 10 days prior proposes to the filing of any registration statement conduct a registered offering of, or if PubCo proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for purposes its own account or for the account of the shareholders of PubCo (or by PubCo and by the shareholders of PubCo, including an Underwritten Takedown pursuant to Section 2.4), other than a public Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of Common Stock securities solely to PubCo’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of PubCo, (d) for a dividend reinvestment plan or (e) for a rights offering, then PubCo shall give written notice of such proposed filing or offering to all of the Company Holders of Registrable Securities as soon as practicable but not less than five (including5) days before the anticipated filing date of such Registration Statement, without limitationor, registration statements relating in the case of an Underwritten Offering pursuant to secondary offerings a Shelf Registration, the applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (x) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (y) offer to all of the Holders of Registrable Securities the opportunity to include register the sale of such number of Registrable Securities as such Holders may request in writing within two (2) days after receipt of such registration statement all or part of the Warrant Shares subject to the provisions hereof written notice (such Registration, other than a registration statementin connection with a Takedown Demand under Section 2.4 through Section 2.6, the a “Piggyback Registration StatementRegistration”). If the Holder desires Subject to include subsection 2.8.2, PubCo shall, in any good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter or Underwriters of a proposed Underwritten Offering to which inclusion shall have been so requested to be included in permit the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution Registrable Securities requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering Holders pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company subsection 2.8.1 to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with Piggyback Registration on the same terms and conditions as any similar securities of the Company to be PubCo included in such offering based on Registration and to permit the following priority: (x) first, the number sale or other disposition of securities that the Company seeks to include such Registrable Securities in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements accordance with the Company, in each case, up to the number that, in the opinion intended method(s) of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by subject to such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration StatementUnderwriter(s) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinduly selected for such Underwritten Offering.

Piggyback Rights. The (a) Each time the Company agrees that it shall notify the Holder in writing at least 10 days prior is planning to the filing of any file a registration statement under the Securities Act for purposes of a public offering in connection with the sale of Common Stock of by (i) the Company (includingother than in connection with a registration statement on Forms S-4 or S-8 or any similar or successor form) or (ii) WMC Holding (the Company or WMC Holding in such case, without limitationthe "Initiating Party"), registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity give prompt written notice thereof to include in such registration statement all or part of the Warrant Shares subject Glenayre and its Permitted Transferees at least 20 Business Days prior to the provisions hereof (anticipated filing date of such registration statement, . Upon the “Piggyback Registration Statement”). If written request of Glenayre and any Permitted Transferee made within 10 Business Days after the Holder desires to include in receipt of any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify which request will specify the Company in writing and shall thereafter furnish the Company Registrable Securities (such securities, together with such information as the Company reasonably requires to effect the registration any other shares of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so Common Stock requested to be included in such registration statement by any other Person pursuant to similar registration rights, the Piggyback Registration Statement. The Holder shall "Piggy-Back Shares") intended to be entitled disposed of by Glenayre or such Permitted Transferee in such offering, the Company will use reasonable efforts to sell effect the Warrant registration under the Securities Act of all Piggy-Back Shares included which the Company has been so requested to register by Glenayre or such Permitted Transferee to the extent required to permit the disposition of the Piggy-Back Shares so registered; provided, that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in a Piggyback Registration Statement in accordance connection with such registration, any Initiating Party determines for any reason not to proceed with the method proposed registration, the Company may at its election give written notice of distribution requested by it; provided thatsuch determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, (y) if the Piggyback Registration Statement relates to such registration involves an underwritten offering, then each such holder must sell its shares to the underwriters on the same terms and conditions as apply to the Initiating Parties and (z) the Company shall have no obligation to register Class B Common Stock and may instead cause all such shares of Class B Common Stock that are Piggy-Back Shares to be converted into or exchanged for an equal number of shares of Class A Common Stock immediately prior to such registration (after giving effect to any adjustment that may be necessary or appropriate as a result of any conversion or exercise of any warrant, right, option or other convertible security issuable in respect of Class A Common Stock or Class B Common Stock or as a dividend or other distribution with respect to, or in exchange for, or in replacement of, or by way of a stock split of, such Common Stock). (b) If a registration pursuant to this Section 3.1 involves an underwritten offering and the managing underwriter or underwriters advise the Company in writing that, in their opinion, (i) the Company shall be entitled number of securities which the Initiating Party intends to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement include in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In registration, together with the event Piggy-Back Shares, exceeds the managing underwriter shall be of the opinion that the largest number of such securities, when taken together with the Warrant Shares requested to securities which can be included sold in a public primary such offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of without having an adverse effect on such offering (including the price at which the securities of the Company may be sold)including, then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”)but not limited to, with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities can be sold) or (ii) the inclusion of the Piggy-Back Shares in such registration would have an adverse effect on such offering, then the Company may will include in such registration (A) first, 100% of the securities proposed to be sold); sold by the Company and (yB) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of extent that the number of securities requested to be included in such registration by can, in the opinion of such Persons. The Company may withdraw a Piggyback Registration Statement prior managing underwriter, be sold without having the adverse effect referred to its being declared effective without incurring any liability above, the number of securities which WMC Holding and the holders of Piggy-Back Shares have requested to be included in such registration, such amount to be allocated pro rata among WMC Holding and all such holders on the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities basis of the Company relative number of securities requested to be sold registered by WMC Holding and each such holder (provided that any securities thereby allocated to WMC Holding or any such holder that exceed the Company as described request of WMC Holding or such holder will be reallocated among WMC Holding and the remaining requesting holders in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinlike manner).

Piggyback Rights. The If at any time the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, registration statements relating pursuant to secondary offerings Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and then the Company will afford the Holder an opportunity to include in shall (x) give written notice of such registration statement all or part of the Warrant Shares subject proposed filing to the provisions hereof holders of Registrable Securities as soon as practicable but in no event less than ten (such registration statement10) days before the anticipated filing date, which notice shall describe the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part amount and type of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration StatementRegistration”). The Holder Company shall cause such Registrable Securities to be entitled to sell the Warrant Shares included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such proposed underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In permit the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares Registrable Securities requested to be included in a public primary offering pursuant Piggyback Registration to a piggyback registration request under this Section 10(a), alone or taken together with be included on the equity same terms and conditions as any similar securities of the Company and to be included therein, would adversely affect permit the marketing sale or other disposition of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included Registrable Securities in such underwritten offering will be reduced (an “Underwriter Cutback”), accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw through a Piggyback Registration Statement prior to its being declared effective without incurring any liability to that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Holder and shall not be required to keep a Underwriter or Underwriters selected for such Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinRegistration.

Piggyback Rights. The If (but without any obligation to do so) the Company agrees that it shall notify proposes to register (including for this purpose a registration effected by the Holder in writing at least 10 days prior to Company for holders of capital stock other than the filing Holders) any of any registration statement its Common Stock under the Securities Act for purposes of a in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company stock or other benefit plan, (ii) a transaction covered by Rule 145 under the Securities Act, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (iv) for a dividend reinvestment plan or (v) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (including10) days before the anticipated filing date of such Registration Statement or, without limitationin the case of an Underwritten Offering pursuant to a Shelf Registration, registration statements relating to secondary offerings the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If Subject to Section 2.2.2, the Holder desires Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by itand, the Holder shallif applicable, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Warrant Shares as Piggyback Registration to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included therein on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such registered offering and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by subject to such Holder agreement to enter into an underwriting agreement in customary form with the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration StatementUnderwriter(s) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinselected for such Underwritten Offering.

Piggyback Rights. The Company agrees that it shall notify If the Holder in writing at least 10 days prior to the filing of Issuer or any registration statement under the Securities Act for purposes of a public offering of Common Stock subsidiary of the Company (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed Issuer proposes at any time during after the conversion of the Senior Units to Common Units, (i) to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or (ii) to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which this Warrant is still outstandingdoes not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Units (and there shall be no requirement for the Issuer to file an amendment to any existing registration statement if such amendment would potentially allow for a review of such registration statement by the Securities Exchange Commission), then, as soon as practicable following the engagement of counsel by the Issuer to prepare the documents to be used in connection with an Underwritten Offering, the Issuer shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Company will afford Holders the Holder an opportunity to include in such registration statement all or part Underwritten Offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as each such Holder may request in writing (such registration statement, the a “Piggyback Registration StatementRegistration”). If Subject to Section 9(b), the Holder desires to Issuer shall include in any such Piggyback Registration Statement Underwritten Offering all or any part of such Registrable Securities (“Included Registrable Securities”) with respect to which the Warrant Shares held by it, the Holder shall, Issuer has received requests within seven days two Business Days after the above-described Issuer’s notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have has been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement delivered in accordance with this Section 9(a). If no request for inclusion from a Holder is received within the method specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of distribution requested by it; provided thatits intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, if the Piggyback Registration Statement relates Issuer shall determine for any reason not to an underwritten offeringundertake or to delay such Underwritten Offering, then the Issuer may, at its election, give written notice of such determination to the Selling Holders and, (i) in the Company case of a determination not to undertake such Underwritten Offering, shall be entitled relieved of its obligation to select the underwriters sell any Included Registrable Securities in its sole discretion connection with such terminated Underwritten Offering, and (ii) in the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in case of a determination to delay such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter Underwritten Offering, shall be of permitted to delay offering any Included Registrable Securities for the opinion that same period as the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include delay in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold)Underwritten Offering. The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Any Holder shall nevertheless continue to have the right to include any Warrant withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed such offering by giving written notice to the Company with respect Issuer of such withdrawal up to offerings and including the time of its securities, all upon the terms and conditions set forth hereinpricing of such offering.

Piggyback Rights. The Company agrees that it shall notify If, at any time on or after the Holder in writing at least 10 days prior Registration Eligible Date, Squirrel Cayman proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of Squirrel Cayman (or by Squirrel Cayman and by the Company (shareholders of Squirrel Cayman including, without limitation, registration statements relating pursuant to secondary offerings Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Squirrel Cayman’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Squirrel Cayman or (iv) for a dividend reinvestment plan, then Squirrel Cayman shall give written notice of such proposed filing to all of the Company, Holders of Registrable Securities as soon as practicable but excluding any Special not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such registration statement all or part of the Warrant Shares subject to the provisions hereof written notice (such registration statement, the Registration a “Piggyback Registration StatementRegistration”). If the Holder desires Squirrel Cayman shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter or Underwriters of a proposed Underwritten Offering to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of Squirrel Cayman included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates thereof. All such Holders proposing to distribute their Registrable Securities through an underwritten offering, then (i) the Company Underwritten Offering under this subsection 2.2.1 shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to enter into an underwriting agreement containing terms and conditions that are in customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together form with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of Underwriter(s) selected for such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included Underwritten Offering by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSquirrel Cayman.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company, for its own account or for the account of shareholders of the Company, other than a Registration Statement (includingor any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, without limitation(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, registration statements relating to secondary offerings (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), then the Company shall give written notice of such proposed offering to each Special Holder and each New Holder (collectively, the “Piggyback Holders”) as soon as practicable but excluding any Special not less than five (5) 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 launch date of such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Piggyback Holders the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If ; provided that each Piggyback Holder agrees that the Holder desires to include in fact that such a notice has been delivered shall constitute material non-public confidential information; provided further, that any such request with respect to any Piggyback Registration Statement all or any part in respect of the Warrant Shares held a block trade must be provided by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company such Piggyback Holders in writing and shall thereafter furnish the Company with no later than twenty four (24) hours following receipt of any written notice regarding such information as the Company reasonably requires to effect the registration of such Warrant Sharesblock trade. The Company will use its commercially reasonable efforts to shall cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in such Piggyback Registration, and shall use reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Statement. The Holder shall Holders pursuant to this Section 2.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such registered offering and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Piggyback Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Piggyback Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 2.6 below.

Piggyback Rights. The Company agrees that it shall notify the Holder in writing at least 10 days prior If PubCo proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the Company account of shareholders of PubCo, other than a Registration Statement (includingor any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, without limitation(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), registration statements relating to secondary offerings (iii) for an exchange offer or offering of securities solely to PubCo’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of PubCo, or (v) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to each Special Holder (collectively, the Company“Piggyback Holders”) as soon as practicable but not less than four (4) calendar days before the anticipated filing date of such Registration Statement or, but excluding any Special Registration Statementin the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Piggyback Holders the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the that each Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion agrees that the number of fact that such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who notice has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) been delivered shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder constitute Confidential Information and shall not be required disclosed to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration any third party (other than any underwriting discountsAffiliate, selling commissions and stock transfer taxes applicable Representative, limited partner or shareholder of such Special Holder), unless (a) such information becomes known to the sale public through no fault of Warrant Sharessuch Special Holder or (b) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.disclosure is required

Piggyback Rights. The 2.1 If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any (a) file a registration statement under the Securities Act with respect to an Underwritten Offering (other than a form not available for purposes registering the resale of the Registrable Securities to the public), for its own account or for the account of a public stockholder that is not a party to this Agreement, or (b) conduct an Underwritten Offering pursuant to a Shelf Registration Statement previously filed by the Company, for its own account or for the account of a stockholder that is not a party to this Agreement (such offering referred to in clause (a) or (b), a “Piggyback Offering”), the Company shall promptly give written notice (the “Piggyback Notice”) of such Piggyback Offering to the Stockholders. The Piggyback Notice shall include the amount of Common Stock proposed to be offered, the expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Company (including, without limitation, registration statements relating to secondary offerings of securities of Stockholders the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part Piggyback Offering such amount of the Warrant Shares subject Registrable Securities as each Stockholder may request. Subject to the provisions hereof (such registration statementSection 3, the “Piggyback Registration Statement”). If the Holder desires to Company will include in any such each Piggyback Registration Statement Offering all or any part of Registrable Securities for which the Warrant Shares held by it, the Holder shall, Company has received written requests for inclusion within seven days after the above-described notice from date the CompanyPiggyback Notice is given (provided that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), so notify such written requests for inclusion must be received within three Business Days after the date the Piggyback Notice is given); provided, however, that, in the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the securities to be offered by the Company in writing or a stockholder that is not a party to this Agreement and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so Registrable Securities requested to be included offered. 2.2 If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to undertake or delay the Piggyback Offering, the Company may, at its election, give notice of its determination to all Stockholders, and in the Piggyback Registration Statement. The Holder shall case of such a determination, will be entitled to sell the Warrant Shares included relieved of its obligation set forth in a Piggyback Registration Statement Section 2.1 in accordance connection with the method of distribution requested by it; provided thatabandoned or delayed Piggyback Offering, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested without prejudice. 2.3 Any Stockholder requesting to be included in a public primary offering pursuant Piggyback Offering may withdraw its request for inclusion by giving written notice to a piggyback registration request under this Section 10(a)the Company, alone or taken together with (a) at least three Business Days prior to the equity securities anticipated effective date of the Company registration statement filed in connection with such Piggyback Offering if the registration statement requires acceleration of effectiveness or (b) in all other cases, one Business Day prior to be included therein, would adversely affect the marketing of such offering (including the price at which the securities anticipated date of the Company may be sold), then the number of securities first use of the Company supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to be included in such underwritten offering offering; provided, however, that the withdrawal will be reduced irrevocable and, after making the withdrawal, a Stockholder will no longer have any right to include its Registrable Securities in that Piggyback Offering. 2.4 Notwithstanding the foregoing, any Stockholder may deliver written notice (an “Underwriter CutbackOpt-Out Notice”), with the securities of ) to the Company to be included in at any time requesting that such offering based on the following priority: (x) first, the number of securities that Stockholder not receive notice from the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y)proposed Piggyback Offering; provided, the number of securities of the Company requested to be included by however, that such Stockholder may later revoke any other Person(s) such Opt-Out Notice in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinwriting.

Piggyback Rights. The Company agrees (a) If (i) the sole reason for a Delay Period is that it shall notify the Holder in writing at least 10 days prior Parent proposes to the filing of any file a registration statement under the Securities Act for purposes of a public with respect to an underwritten offering of Common Stock Parent Shares for its own account or the account of others, or (ii) the Non-Representing Stockholders did not resell all of their Parent Shares pursuant to the Registration Statement and Parent proposes to file a registration statement under the Securities Act prior to the first anniversary of the Company (includingClosing Date with respect to an underwritten offering of Parent Shares for its own account or the account of others, without limitation, registration statements relating then the Parent shall give written notice of such proposed filing to secondary offerings of securities of the Company, but excluding Non- Representing Stockholders promptly and in any Special Registration Statement) that would be filed event at any time during which this Warrant is still outstanding, and least five Business Days before the Company will afford anticipated filing date. Such notice shall offer the Holder an Non-Representing Stockholders the opportunity to register such amount of Parent Shares as the Non- Representing Stockholders may request (a "Piggyback Registration"). Subject to this Section 6.07, Parent shall include in each such registration statement Piggyback Registration all Parent Shares with respect to which Parent has received a written request for inclusion therein within 7 Business Days after notice has been given to the Non-Representing Stockholders. The Non- Representing Stockholders shall be permitted to withdraw all or part of the Warrant Parent Shares subject from a Piggyback Registration at any time up to 10 days prior to the provisions hereof effective date of such Piggyback Registration; provided, however, that any such Non- Representing Stockholder shall reimburse Parent if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, for the portion of any filing fees payable with respect to the Parent Shares so withdrawn. (such registration statement, b) Parent shall permit the “Piggyback Registration Statement”). If the Holder desires Non-Representing Stockholders to include in any all such Piggyback Registration Statement all or any part of the Warrant Parent Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance on the same terms and conditions as any similar securities of Parent or any other Persons holding Parent Shares included therein. Notwithstanding the foregoing, with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates respect to an any underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event if Parent or the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included underwriters participating in such offering based on advise the following priority: (x) first, the number of securities Non-Representing Stockholders that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number total amount of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior by the Non- Representing Stockholders, Parent, and Persons owning Parent Shares to be included in such Piggyback Registration, exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering, including the price per share of the securities to be sold (an "Adverse Effect"), then the amount of Parent Shares to be offered for the account of Non-Representing Stockholders shall be reduced or limited pro-rata to an amount sufficient in the good faith determination of Parent or such managing underwriters to remove such Adverse Effect. (c) Nothing in this Section 6.07 shall create any liability on the part of Parent or the Buyer if Parent in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 6.07 or to withdraw such registration statement subsequent to its being declared effective without incurring filing or not to effect any liability offering, regardless of any action whatsoever that the Non-Representing Stockholders may have taken, whether as a result of the issuance by Parent of any notice hereunder or otherwise. (d) If the sole reason for a Delay Period was that Parent proposed to file a registration statement under the Securities Act with respect to an underwritten offering of Parent Shares for its own account or the account of others, and Parent gave written notice of such proposed filing to the Holder Non-Representing Stockholders and shall not the opportunity to include their Parent Shares in such Piggyback Registration Statement, it will no longer be required to keep a Piggyback file the Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinunder Section 6.06.

Piggyback Rights. The Company agrees that it If at any time following the consummation of an IPO, the Registrant shall notify propose the Holder in writing at least 10 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering shares of Common Stock of for sale through underwriters (including the Company registration for a delayed offering (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but a "Shelf Registration")) for its own account (excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all employee benefit or part of the Warrant Shares subject to the provisions hereof (such registration statementcompensation programs), the “Registrant shall give written notice of such proposed registration (a "Piggyback Registration Statement”). If the Holder desires Registration") to WECC and Global and will include in any such Piggyback Registration Statement all or registration Registrable Securities of any part of the Warrant Shares held by it, the Holder shallParties that, within seven 15 days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration giving of such Warrant Shares. The Company will notice, shall request (in a written notice to the Registrant) such inclusion, and the Registrant shall use its commercially reasonable efforts to cause the managing underwriters of the proposed offering to permit such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary registration statement for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company and to be included in such offering based on substantially the following priority: (x) first, same terms and conditions as those of the number of securities Registrant; provided that the Company seeks to include in the offering, up to the number that, if in the opinion of the managing underwriter, underwriter for such offering the inclusion of such Registrable Securities therein would not adversely affect the marketing number of securities the offering (including Registrant could sell or the price at which the Registrant could receive for such securities of the Company may be sold); (y) secondor would in any other manner adversely affect such offering, the number of Registrable Securities to be so included shall be reduced on a pro rata basis (based on the securities number of the Company Registrable Securities requested to be included by the Holder and any other Person(sincluded) who has (have) elected so that such holders of Registrable Securities shall be entitled to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the only such number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the CompanyRegistrable Securities, up to the number thatif any, in the opinion of the as such managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company underwriter has advised may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration without adversely affecting the offering or the price or the number of securities to be sold in such registration by the Registrant. In the event Registrable Securities are included in a Shelf Registration and the holders of such PersonsRegistrable Securities subsequently elect not to sell such Registrable Securities thereunder, the Registrant will de-register such Registrable Securities (including filing a post-effective amendment to the Registration Statement for such Shelf Registration) and such election shall not affect the rights of such holders hereunder. The Company may withdraw Each holder of securities included in a Piggyback Registration Statement prior shall sell its Registrable Securities through the underwriters for the securities otherwise sold thereunder pursuant to its being declared effective without incurring any liability an underwriting agreement acceptable to such underwriters and on substantially the same terms and conditions as the Registrant. Each holder of Registrable Securities included in such registration shall otherwise be entitled to all the benefits of this Agreement. A holder who has given notice to the Holder and shall not be required to keep Registrant hereunder requesting inclusion of any Registrable Securities in a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include withdraw all or part of its Registrable Securities from the Piggyback Registration at any Warrant Securities in any subsequent time prior to the effective date of the registration statement for such Piggyback Registration. The Registrant shall have the right to delay or cancel any offering to which this Section 2.1(d) relates or to withdraw any registration statements (other than statement to which this Section 2.1(d) relates at any Special Registration Statement) as may be filed by time prior to the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereineffective date thereof.

Piggyback Rights. The Company agrees that it (a) Should Powerwave propose to engage in or facilitate an underwritten public offering of Common Shares or any other securities convertible into or exercisable or exchangeable for Common Shares other than in accordance with Section 3.7, Powerwave shall notify the Holder in writing give Filtronic notice of such proposed underwritten public offering (a “Piggyback Offering”) at least 10 20 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of Common Stock of the Company (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, prospectus supplement or final prospectus in connection therewith. At the written request of Filtronic delivered to Powerwave within 10 days after the receipt of the notice from Powerwave, which request shall state the number of Registrable Securities that Filtronic wishes to sell or distribute publicly in the Piggyback Offering, Powerwave shall include the Registrable Securities requested in the Piggyback Offering (the “Piggyback Registration StatementSecurities”). If the Holder desires . (b) Filtronic shall not be entitled to include any securities in any Piggyback Offering unless Filtronic shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the securities (other than Piggyback Securities) to be included in such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and Offering. Powerwave shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable best efforts to cause such Warrant Shares all Piggyback Securities to be included in the underwriting on the same terms and conditions as to which inclusion shall have been so requested the securities (other than Piggyback Securities) being sold through the underwriters. (c) If the managing underwriters of any Piggyback Offering advise Powerwave in writing that in their good faith judgment the number of securities to be included in the Piggyback Registration Statement. The Holder Offering exceeds the number that can be sold in the offering in light of marketing factors or because the sale of a greater number would adversely affect the price of the Registrable Securities to be sold in such Piggyback Offering, then the total number of securities the underwriters advise can be included in such Piggyback Offering shall be entitled allocated (A) first, to the securities Powerwave proposes to issue and sell for its own account; (B) second, to the Warrant Shares included Piggyback Securities held by Filtronic; and (C) third, among any securities Powerwave proposes to register for sale by any person (other than a holder of Piggyback Securities) in a such Piggyback Registration Statement Offering in accordance with any contractual provisions binding on Powerwave and/or the method holders of distribution requested by it; provided thatsuch securities or, if no contractual provisions apply, as Powerwave may determine, provided, however, that in the Piggyback Registration Statement relates event that Filtronic had provided notice of its intention to engage in an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested Section 3.7(a) prior to be included in a public primary offering pursuant to a piggyback registration request receiving notice from Powerwave under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold3.8(a), then the total number of securities of the Company to underwriters advise can be included in such underwritten offering will Piggyback Offering shall be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: allocated (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold)Piggyback Securities held by Filtronic; (y) second, the number of to the securities of the Company requested Powerwave proposes to be included by the Holder issue and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold)sell for its own account; and (z) third, in addition among any securities Powerwave proposes to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included register for sale by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration person (other than a holder of Piggyback Securities) in such Piggyback Offering in accordance with any underwriting discountscontractual provisions binding on Powerwave and/or the holders of such securities or, selling commissions and stock transfer taxes applicable to the sale of Warrant Sharesif no contractual provisions apply, as Powerwave may determine. (d) No Piggyback Offering shall be borne by deemed to constitute the Company. If one underwritten public offering of the Holder decides not Registrable Securities that Powerwave is required to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue facilitate pursuant to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 3.7(a).

Piggyback Rights. The (a) Each time the Company agrees that it shall notify the Holder in writing at least 10 days prior is planning to the filing of any file a registration statement under the Securities Act for purposes in connection with the sale of a public offering of Common Stock of the Company (including, without limitation, registration statements relating to secondary offerings shares of securities of the CompanyCompany that are of the type that are Registrable Securities by (i) the Company (other than in connection with an IPO comprised solely of the primary offer and sale of Common Stock by the Company or a registration statement on Form S-4 or S-8 or any similar or successor form) or (ii) any Stockholder (the Company or such Stockholder in such case, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingthe "Initiating Party"), and the Company will afford the give prompt written notice thereof to Holder an opportunity and to include in such registration statement all or part of the Warrant Shares subject BDPI, at least 15 Business Days prior to the provisions hereof (anticipated filing date of such registration statement, . Upon the “Piggyback Registration Statement”). If written request of Holder made within 12 Business Days after the Holder desires to include in receipt of any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, which request will specify the Registrable Securities (the "Piggy-Back Shares") intended to be disposed of by Holder in such offering, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Piggy-Back Shares which the Company has been so notify requested to register by Holder to the extent required to permit the disposition of the PiggyBack Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, Holder must sell the Piggy-Back Shares to the underwriters on the same terms and conditions as apply to the Initiating Parties. (b) If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advise the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offeringin their opinion, then (i) the Company shall be entitled number of Registrable Securities which the Initiating Party intends to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement include in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In registration, together with the event Piggy-Back Shares, exceeds the managing underwriter shall be of the opinion that the largest number of such securities, when taken together with the Warrant Shares requested to securities which can be included sold in a public primary such offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of without having an adverse effect on such offering (including including, but not limited to, the price at which the securities Registrable Securities can be sold) or (ii) the inclusion of Registrable Securities owned by Holder in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the securities, if any, that the Company may be sold)proposes to sell for its own account, then and (B) second, to the extent that the number of securities of which the Company proposes to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with sell is less than the number of securities of which the Company to has been advised can be included sold in such offering based on without having the following priority: (x) firstadverse effect referred to above, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion Registrable Securities of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, determined on the basis of the relative percentage relationships of (x) the number of securities requested Registrable Securities to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than (y) the period contemplated by the intended manner number of distribution for the securities of the Company Registrable Securities to be sold included by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (all other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinStockholders.

Piggyback Rights. The If (but without any obligation to do so) the Company agrees that it shall notify proposes to register (including for this purpose a registration effected by the Holder in writing at least 10 days prior to Company for holders of capital stock other than the filing Holders) any Common Shares or other equity securities of any registration statement the Company under the Securities Act for purposes of a in connection with the public offering of Common Stock of the Company such securities solely for cash (including, without limitationfor this purpose, an Underwritten Shelf Takedown pursuant to Section 2.1) (other than a registration statements relating solely to secondary offerings the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered is Common Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the CompanyRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but excluding any Special not less than ten (10) calendar days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Holders may request in writing within five (5) calendar days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If Subject to Section 2.2.2, the Holder desires Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by itand, the Holder shallif applicable, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Warrant Shares as Piggyback Registration to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included therein on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such registered offering and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the Holder and contrary, the Holders shall not be required have no rights under this Section 2.2.1 if the registration statement the Company proposes to keep file is solely for purposes of a Piggyback Registration Statement effective for longer than delayed or continuous offering pursuant to Rule 415 under the period contemplated by Securities Act and, at the intended manner of distribution for the securities time of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses filing of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Companystatement, the Holder shall nevertheless continue to have the right to include any Warrant Securities Company is in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company compliance with respect to offerings of its securities, all upon the terms and conditions set forth hereinobligations under Section 2.1.

Piggyback Rights. The 2.1 If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any (a) file a registration statement under the Securities Act with respect to an Underwritten Offering (other than a form not available for purposes registering the resale of the Registrable Securities to the public), for its own account or for the account of a public stockholder that is not a party to this Agreement, or (b) conduct an Underwritten Offering pursuant to a Shelf Registration Statement previously filed by the Company, for its own account or for the account of a stockholder that is not a party to this Agreement (such offering referred to in clause (a) or (b), a “Piggyback Offering”), the Company shall promptly (and in any event within five Business days) give written notice (the “Piggyback Notice”) of such Piggyback Offering to the Stockholders. The Piggyback Notice shall include the amount of Common Stock proposed to be offered, the expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Company (including, without limitation, registration statements relating to secondary offerings of securities of Stockholders the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement Piggyback Offering such amount of Registrable Securities as each Stockholder may request. Subject to Section 3, the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within ten Business Days after the date the Piggyback Notice is given (provided that in the case of a “bought deal,” “registered direct offering” or part “overnight transaction” (a “Bought Deal”), such written requests for inclusion must be received within two Business Days after the date the Piggyback Notice is given); provided, however, that, in the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so Registrable Securities requested to be included offered. 2.2 If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the Piggyback Offering, the Company may, at its election, give notice of its determination to all Stockholders, and in the Piggyback Registration Statement. The Holder shall case of such a determination, will be entitled to sell the Warrant Shares included relieved of its obligation set forth in a Piggyback Registration Statement Section 2.1 in accordance connection with the method of distribution requested by it; provided thatabandoned or delayed Piggyback Offering, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested without prejudice. 2.3 Any Stockholder requesting to be included in a public primary offering pursuant Piggyback Offering may withdraw its request for inclusion by giving written notice to a piggyback registration request under this Section 10(a)the Company, alone or taken together with (a) at least three Business Days prior to the equity securities anticipated effective date of the Company registration statement filed in connection with such Piggyback Offering if the registration statement requires acceleration of effectiveness or (b) in all other cases, one Business Day prior to be included therein, would adversely affect the marketing of such offering (including the price at which the securities anticipated date of the Company may be sold), then the number of securities of filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to be included in such underwritten offering offering; provided, however, that the withdrawal will be reduced irrevocable and, after making the withdrawal, a Stockholder will no longer have any right to include its Registrable Securities in that Piggyback Offering. 2.4 Notwithstanding the foregoing, any Stockholder may deliver written notice (an “Underwriter CutbackOpt-Out Notice”), with the securities of ) to the Company to be included in at any time requesting that such offering based on the following priority: (x) first, the number of securities that Stockholder not receive notice from the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y)proposed Piggyback Offering; provided, the number of securities of the Company requested to be included by however, that such Stockholder may later revoke any other Person(s) such Opt- Out Notice in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinwriting.

Piggyback Rights. The Company agrees that it shall notify If the Holder in writing at least 10 days prior Public REIT proposes to the filing of any file a registration statement under the Securities Act for purposes of with respect to a public secondary offering of Common Stock of REIT Shares held by any Person (including but not limited to the Investor) (other than in connection with a merger, acquisition, corporate reorganization, exchange offers, dividend reinvestment plan, rights offering, stock option plan or other employee benefit plan), then the Company shall deliver written notice of such filing to the Eligible REIT Shareholders no later than five (including, without limitation, registration statements relating to secondary offerings of securities of 5) Business Days after the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and filing date (the Company will afford “Piggyback Notice”). The Piggyback Notice shall offer the Holder an Eligible REIT Shareholders the opportunity to include in such registration statement all or part the number of the Warrant REIT Shares subject as such Eligible REIT Shareholder may request. Subject to the other provisions hereof of this Section 7.11.5(e), the Company shall include (or cause to be included) in each such registration statement, all REIT Shares with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the Piggyback Notice has been given to the applicable Eligible REIT Shareholder (the “Piggyback Registration StatementResponse”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and The Public REIT shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Eligible REIT Shareholders who have submitted a Piggyback Response in connection with such Warrant Shares as offering to which inclusion shall have been so requested to be included include in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant such offering all REIT Shares included in a each Eligible REIT Shareholder’s Piggyback Registration Statement Response on the same terms and conditions as any other REIT Shares included in accordance with such offering. Notwithstanding the method of distribution requested by it; provided thatforegoing, if the Piggyback Registration Statement relates managing underwriter or underwriters of such underwritten offering have informed the Public REIT in writing that it is their good faith opinion that the total amount of securities that such holders and any other Persons having rights to an underwritten participate in such registration, intend to include in such offering exceeds the number that can be sold in such offering without adversely affecting the success of such offering, then (i) the Company there shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) firstnumber or dollar amount of such REIT Shares that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, the and such number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, based on the basis relative percentage ownership of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinPublic REIT.

Piggyback Rights. The If (but without any obligation to do so) the Company agrees that it shall notify proposes to register (including for this purpose a registration effected by the Holder in writing at least 10 days prior to Company for holders of capital stock other than the filing Holders) any of any registration statement its Common Stock under the Securities Act for purposes of a in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company stock or other benefit plan, (ii) a transaction covered by Rule 145 under the Securities Act, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (iv) for a dividend reinvestment plan or (v) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (including10) days before the anticipated filing date of such Registration Statement or, without limitationin the case of an Underwritten Offering pursuant to a Shelf Registration, registration statements relating to secondary offerings the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registration statement all or part registered offering such number of the Warrant Shares subject to the provisions hereof Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registration statementregistered offering, the a “Piggyback Registration StatementRegistration”). If Subject to Section 2.2.2, the Holder desires Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by itand, the Holder shallif applicable, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will ​ use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Warrant Shares as Piggyback Registration to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included therein on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such registered offering and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and the Warrant Shares of the Holder and the securities distribution thereof. The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by subject to such Holder agreement to enter into an underwriting agreement in customary form with the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration StatementUnderwriter(s) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinselected for such Underwritten Offering.

Piggyback Rights. The If the Company agrees that it shall notify proposes to file an Underwritten Offering Filing for an Underwritten Offering of its own account or for the Holder in writing at least 10 days prior to the filing account of any registration statement under the Securities Act for purposes of a public offering of Common Stock other stockholders of the Company who have been granted registration rights (includinga “Piggyback Underwritten Offering”), without limitationthen the Company shall give written notice of such proposed Piggyback Underwritten Offering to all of the Holders of Registrable Securities (other than (x) with respect to any Organized Offering or Requested Offering, registration statements relating any Holder of Registrable Securities other than the Sponsor Holders who are subject to secondary offerings Section 2.2.3 at such time and (y) any Holder of Registrable Securities who has previously requested in writing that the Company not provide it with notices of Piggyback Underwritten Offerings) as soon as practicable but not less than five (5) business days before the anticipated filing date of Underwritten Offering Filing, which notice shall (A) describe the amount and type of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice. Each Holder of Registrable Securities shall then have four (4) business days after the date on which such Holder received notice pursuant to this subsection 2.4.1 to request inclusion of Registrable Securities in the Piggyback Registration StatementUnderwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). The If no request for inclusion from a Holder is received within such period, such Holder shall be entitled have no further right to sell the Warrant Shares included participate in such Piggyback Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company Underwritten Offering under this subsection 2.4.1 shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to enter into an underwriting agreement containing terms and conditions that are in customary form with the Underwriter(s) selected for secondary offeringssuch Underwritten Offering by the Company. In the event The Company shall use its reasonable best efforts to cause the managing underwriter shall be Underwriter or Underwriters of a proposed Underwritten Offering to permit the opinion that Registrable Securities requested by the number of such securities, when taken together with the Warrant Shares requested Holders pursuant to this subsection 2.4.1 to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based Piggyback Underwritten Offering on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder same terms and conditions as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (xsale or other disposition of such Registrable Securities in accordance with the intended method(s) and of distribution thereof, including via a Member Distribution. The Company shall, at the Warrant Shares of the Holder and the securities reasonable request of any other Person included pursuant Holder seeking to the preceding clause (y)effect a Member Distribution, the number of securities of the Company requested file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to be included by any other Person(s) in the offering with the permission of the Companyinclude such language, up to the number that, in the opinion of the managing underwriter, would if such language was not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration statement, or revise such language if deemed reasonably necessary by any such Persons. The Company may withdraw a Piggyback Registration Statement prior Holder to its being declared effective without incurring effect any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinMember Distribution.

Piggyback Rights. The Company agrees that it shall notify the Holder in writing at least 10 days prior If PubCo proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the Company account of shareholders of PubCo, other than a Registration Statement (includingor any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, without limitation(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), registration statements relating to secondary offerings (iii) for an exchange offer or offering of securities solely to PubCo’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of PubCo, or (v) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to each Special Holder (collectively, the Company“Piggyback Holders”) as soon as practicable but not less than four (4) calendar days before the anticipated filing date of such Registration Statement or, but excluding any Special Registration Statementin the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Piggyback Holders the opportunity to include in such registration statement all registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that each Piggyback Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information and shall not be disclosed to any third party (other than any Affiliate, Representative, limited partner or part shareholder of the Warrant Shares subject such Special Holder), unless (a) such information becomes known to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration public through no fault of such Warrant SharesSpecial Holder or (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Authority. The Company will use its commercially reasonable efforts to PubCo shall cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Statement. The Holder shall Holders pursuant to this Section 2.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Piggyback Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Piggyback Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 2.6 below.

Piggyback Rights. The Company agrees that it shall notify If the Holder in writing at least 10 days prior Public REIT proposes to the filing of any file a registration statement under the Securities Act for purposes of with respect to a public secondary offering of Common Stock of REIT Shares held by any Person (including but not limited to the Investor) (other than in connection with a merger, acquisition, corporate reorganization, exchange offers, dividend reinvestment plan, rights offering, stock option plan or other employee benefit plan), then the Company shall deliver written notice of such filing to the Eligible REIT Shareholders no later than five (including, without limitation, registration statements relating to secondary offerings of securities of 5) Business Days after the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and filing date (the Company will afford “Piggyback Notice”). The Piggyback Notice shall offer the Holder an Eligible REIT Shareholders the opportunity to include in such registration statement all or part the Doc#: US1:15482657v3 number of the Warrant REIT Shares subject as such Eligible REIT Shareholder may request. Subject to the other provisions hereof of this Section 7.11.5(e), the Company shall include (or cause to be included) in each such registration statement, all REIT Shares with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the Piggyback Notice has been given to the applicable Eligible REIT Shareholder (the “Piggyback Registration StatementResponse”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and The Public REIT shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Eligible REIT Shareholders who have submitted a Piggyback Response in connection with such Warrant Shares as offering to which inclusion shall have been so requested to be included include in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant such offering all REIT Shares included in a each Eligible REIT Shareholder’s Piggyback Registration Statement Response on the same terms and conditions as any other REIT Shares included in accordance with such offering. Notwithstanding the method of distribution requested by it; provided thatforegoing, if the Piggyback Registration Statement relates managing underwriter or underwriters of such underwritten offering have informed the Public REIT in writing that it is their good faith opinion that the total amount of securities that such holders and any other Persons having rights to an underwritten participate in such registration, intend to include in such offering exceeds the number that can be sold in such offering without adversely affecting the success of such offering, then (i) the Company there shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) firstnumber or dollar amount of such REIT Shares that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, the and such number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, based on the basis relative percentage ownership of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinPublic REIT.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, registration statements relating pursuant to secondary offerings Article II hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but excluding any Special not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) that would be filed at any time during which this Warrant is still outstanding, describe the amount and the Company will afford the Holder an opportunity to include in such registration statement all or part type of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration Statement. The Holder and shall use its best efforts to cause the managing Underwriter of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.4.1 to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.4.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Rights. The Company agrees that it shall notify If the Holder in writing at least 10 days prior to the filing of Issuer or any registration statement under the Securities Act for purposes of a public offering of Common Stock subsidiary of the Company (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed Issuer proposes at any time during after the conversion of the Senior Units to Common Units, (i) to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or (ii) to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which this Warrant is still outstandingdoes not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Units (and there shall be no requirement for the Issuer to file an amendment to any existing registration statement if such amendment would potentially allow for a review of such registration statement by the Securities Exchange Commission), then, as soon as practicable following the engagement of counsel by the Issuer to prepare the documents to be used in connection with an Underwritten Offering, the Issuer shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Company will afford Holders the Holder an opportunity to include in such registration statement all or part Underwritten Offering such number of the Warrant Shares subject Registrable Securities as each such Holder may request in writing (a “ Piggyback Registration “). Subject to the provisions hereof (such registration statementSection 9(b), the Issuer shall include in such Underwritten Offering all such Registrable Securities (“ Included Registrable Securities “Piggyback Registration Statement”) with respect to which the Issuer has received requests within two Business Days after the Issuer’s notice has been delivered in accordance with this Section 9(a). If no request for inclusion from a Holder is received within the specified time, such Holder desires shall have no further right to include participate in any such Piggyback Registration Statement all or Registration. If, at any part time after giving written notice of its intention to undertake an Underwritten Offering and prior to the Warrant Shares held by itclosing of such Underwritten Offering, the Holder shallIssuer shall determine for any reason not to undertake or to delay such Underwritten Offering, within seven days after the above-described Issuer may, at its election, give written notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts determination to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided thatSelling Holders and, if the Piggyback Registration Statement relates to an underwritten offering, then (i) in the Company case of a determination not to undertake such Underwritten Offering, shall be entitled relieved of its obligation to select the underwriters sell any Included Registrable Securities in its sole discretion connection with such terminated Underwritten Offering, and (ii) in the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in case of a determination to delay such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter Underwritten Offering, shall be of permitted to delay offering any Included Registrable Securities for the opinion that same period as the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include delay in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold)Underwritten Offering. The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Any Holder shall nevertheless continue to have the right to include any Warrant withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed such offering by giving written notice to the Company with respect Issuer of such withdrawal up to offerings and including the time of its securities, all upon the terms and conditions set forth hereinpricing of such offering.

Piggyback Rights. The Company agrees that it shall notify If, at any time on or after the Holder in writing at least 10 days prior date hereof, Pubco proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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 Persons other than the Holders of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan (including the Incentive Plan), (ii) for an exchange offer or offering of securities solely to Pubco’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Pubco, (iv) 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), (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (vi) for a dividend reinvestment plan or (vii) filed pursuant to and in connection with the transactions contemplated by the Business Combination Agreement, then Pubco shall give written notice of such proposed filing to all of the Company Holders of Registrable Securities as soon as reasonably practicable but not less than seven calendar days before the anticipated filing date of such Registration Statement, which notice shall (including, without limitation, registration statements relating to secondary offerings A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include register the sale of such number of Registrable Securities as such Holders may request in writing within three Business Days after receipt of such registration statement all or part of the Warrant Shares subject to the provisions hereof written notice (such registration statement, the Registration a “Piggyback Registration StatementRegistration”). If the Holder desires Pubco shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by itand, the Holder shallif applicable, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter or Underwriters of a proposed Underwritten Offering to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of Pubco included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates thereof. All such Holders proposing to distribute their Registrable Securities through an underwritten offering, then (iUnderwritten Offering under this Section 2.2(a) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to enter into an underwriting agreement containing terms and conditions that are in customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together form with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of Underwriter(s) selected for such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included Underwritten Offering by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold)Pubco. The Underwriter Cutbacks described in the immediately preceding clause (y) Pubco shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to terminate or withdraw any Registration Statement initiated by it under this Section 2.2(a) before the effective date of such Registration, whether or not any Holder has elected to include any Warrant Registrable Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinsuch Registration.

Piggyback Rights. The Company agrees that it shall notify the Holder in writing at least 10 days prior If PubCo proposes to the filing of any registration statement file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations exercisable or exchangeable for purposes or convertible into Equity Securities of PubCo, for its own account or for the account of shareholders of PubCo, other than a public Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of Common Stock securities solely to PubCo’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to each Special Holder, NFL, Management, Significant Co-Investor and any other Restricted Holder (collectively, the Company “Piggyback Holders”) as soon as practicable but not less than four (including4) calendar days before the anticipated filing date of such Registration Statement or, without limitationin the case of an underwritten offering pursuant to a Shelf Registration, registration statements relating to secondary offerings the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstandingdistribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Piggyback Holders the opportunity to include in such registration statement all or part registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within three (3) calendar days after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that each Piggyback Holder agrees that the Warrant Shares fact that such a notice has been delivered shall constitute Confidential Information subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”)Section 2.2. If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and PubCo shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in such Piggyback Registration, at all times subject to Article IV, and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Statement. The Holder shall Holders pursuant to this Section 3.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Piggyback Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Piggyback Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 3.6 below.

Piggyback Rights. The Company agrees that it shall notify the If PubCo or any Special Holder in writing at least 10 days prior proposes to the filing of any registration statement conduct a registered offering of, or if PubCo proposes to file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock Equity Securities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities of PubCo, for its own account or for the Company account of stockholders of PubCo, other than a Registration Statement (includingor any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, without limitation, registration statements relating to secondary offerings (ii) for an exchange offer or offering of securities solely to PubCo’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of PubCo or (iv) for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to all Special Holders as soon as practicable but not less than three (3) calendar days before the Companyanticipated filing date of such Registration Statement or, but excluding any Special Registration Statementin the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the Special Holders the opportunity to include in such registration statement all or part registered offering such number of Registrable Securities as such Special Holders may request in writing within two (2) calendar days after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that each Special Holder agrees with PubCo that the Warrant Shares fact that such a notice has been delivered shall constitute Confidential Information subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”)Section 3.3. If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and PubCo shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested Registrable Securities to be included in the such Piggyback Registration Statement. The Holder and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 4.2(a) to be entitled to sell the Warrant Shares included in a Piggyback Registration Statement on the same terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the method intended method(s) of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offeringsthereof. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities The inclusion of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) Special Holder’s Registrable Securities in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior shall be subject to its being declared effective without incurring any liability such Special Holder’s agreement to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated abide by the intended manner terms of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinSection 4.6 below.

Piggyback Rights. The 2.1 If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any (a) file a registration statement under the Securities Act with respect to an Underwritten Offering (other than a form not available for purposes registering the resale of the Registrable Securities to the public), for its own account or for the account of a public stockholder that is not a party to this Agreement, or (b) conduct an Underwritten Offering pursuant to a Shelf Registration Statement previously filed by the Company, for its own account or for the account of a stockholder that is not a party to this Agreement (such offering referred to in clause (a) or (b), a “Piggyback Offering”), the Company shall promptly give written notice (the “Piggyback Notice”) of such Piggyback Offering to the Stockholders. The Piggyback Notice shall include the amount of Common Stock proposed to be offered, the expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Company (including, without limitation, registration statements relating to secondary offerings of securities of Stockholders the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part Piggyback Offering such amount of the Warrant Shares subject Registrable Securities as each Stockholder may request. Subject to the provisions hereof (such registration statementSection 3, the “Piggyback Registration Statement”). If the Holder desires to Company will include in any such each Piggyback Registration Statement Offering all or any part of Registrable Securities for which the Warrant Shares held by it, the Holder shall, Company has received written requests for inclusion within seven ten days after the above-described notice from date the CompanyPiggyback Notice is given (provided that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), so notify such written requests for inclusion must be received within two Business Days after the Company date the Piggyback Notice is given); provided, however, that, in writing the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and shall thereafter furnish effective Shelf Registration Statement that may be utilized for the Company with such information as offering and sale of the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so Registrable Securities requested to be included offered. 2.2 If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the Piggyback Offering, the Company may, at its election, give notice of its determination to all Stockholders, and in the Piggyback Registration Statement. The Holder shall case of such a determination, will be entitled to sell the Warrant Shares included relieved of its obligation set forth in a Piggyback Registration Statement Section 2.1 in accordance connection with the method of distribution requested by it; provided thatabandoned or delayed Piggyback Offering, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested without prejudice. 2.3 Any Stockholder requesting to be included in a public primary offering pursuant Piggyback Offering may withdraw its request for inclusion by giving written notice to a piggyback registration request under this Section 10(a)the Company, alone or taken together with (a) at least three Business Days prior to the equity securities anticipated effective date of the Company registration statement filed in connection with such Piggyback Offering if the registration statement requires acceleration of effectiveness or (b) in all other cases, one Business Day prior to be included therein, would adversely affect the marketing of such offering (including the price at which the securities anticipated date of the Company may be sold), then the number of securities of filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to be included in such underwritten offering offering; provided, however, that the withdrawal will be reduced irrevocable and, after making the withdrawal, a Stockholder will no longer have any right to include its Registrable Securities in that Piggyback Offering. 2.4 Notwithstanding the foregoing, any Stockholder may deliver written notice (an “Underwriter CutbackOpt-Out Notice”), with the securities of ) to the Company to be included in at any time requesting that such offering based on the following priority: (x) first, the number of securities that Stockholder not receive notice from the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y)proposed Piggyback Offering; provided, the number of securities of the Company requested to be included by however, that such Stockholder may later revoke any other Person(s) such Opt-Out Notice in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinwriting.

Piggyback Rights. The If the Company agrees that it shall notify the Holder in writing at least 10 days prior proposes to the filing of any registration statement file a Registration Statement under the Securities Act for purposes of a public with respect to an offering of Common Stock 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, registration statements relating pursuant to secondary offerings Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed registration to all of the Holders of Registrable Securities as soon as practicable but excluding any Special no later than (5) days following the initial filing date of such Registration Statement, which notice shall (A) that would describe the amount and type of securities to be filed at any time during which this Warrant is still outstandingincluded in such offering, the intended method(s) of distribution, and the Company will afford name of the Holder an proposed managing Underwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such registration statement all or part of the Warrant Shares subject to the provisions hereof written notice (such registration statement, the Registration a “Piggyback Registration StatementRegistration”). If the Holder desires The Company shall, in good faith, cause such Registrable Securities to include be included in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as the managing Underwriter(s) of a proposed Underwritten Offering to which inclusion shall have been so permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing same terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company may be sold), then the number of securities of the Company to be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the securities of the Company to be included in such offering based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, the number of the securities of the Company requested to be included by the Holder and as any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to similar securities of the Company included pursuant in such Registration and to permit the preceding clause (x) and the Warrant Shares sale or other disposition of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) such Registrable Securities in the offering accordance with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (yintended method(s) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration Statement prior to its being declared effective without incurring any liability to the Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne Underwritten Offering by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.