Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. Subject to Section 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five (5) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after sending of such written notice (such Registration, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company, including including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3subsection 2.1.4), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders stockholders, (including any rights iv) for an offering with a backstop or standby commitment)of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment planregistered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), including a Block Trade, (vi) for an “at the market” or similar registered offering through a Block Trade broker, sales agent or distribution agent, whether as agent or principal, or (vii) for an Other Coordinated Offeringa dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five (5) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) business days after the sending of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a the “Piggyback Registration Rights HolderHolders”); provided, further, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2.2. Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights filed in connection with an “at-the-market” offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for plan or a Block Trade or (vii) for an Other Coordinated Offeringrights offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 Section 2.04(a), subject to Section 3.03 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the CompanyCompany or the Holders as provided in Section 2.02(c) or Section 2.03(a). The notice periods set forth in For purposes of this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have Section 2.04, the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of securities (and such amendment or supplement shall trigger the notice and participation rights provided for in accordance with this Section 3.22.04).

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (v) a Form S-4 (or any successor form thereto) in connection with a business combination, or (vi) for a Block Trade filed in connection with an equity line of credit or (vii) for an Other Coordinated Offeringat-the-market equity offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights such Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.2 hereof), other than a Registration Statement (ia) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (iib) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)Company’s existing stockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vid) for any issuances of securities in connection with a Block Trade transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (viie) for an Other Coordinated Offeringfiled pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as reasonably practicable but not less than five twenty (520) business days before the anticipated filing date of such Registration Statement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (Biii) 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 sending 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 Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, following the expiration of the applicable Lock-Up Period, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiiv) for an offering solely of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, or (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) two days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if (i) If the Company Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities Class B Ordinary Shares or other obligations equity securities exercisable or exchangeable for, or convertible into equity securitiesinto, Class B Ordinary Shares, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3)other shareholders, other than (1) a Registration Statement registration statement (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement registration statement on Form S-4, F-4 or S-8 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iii) for an exchange offer or offering of securities solely to the Issuers’ existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment)Issuer, (v) for a dividend reinvestment planplan or similar plans, (vi) for filed pursuant to a Block Trade universal shelf registration statement on Form S-3 or Form F-3, (vii) for filed pursuant to Section 8(a) hereunder or (viii) filed in connection with any business combination or acquisition by or involving the Issuer or its subsidiaries, or (2) the offering of securities of the Issuer in connection with an Other Coordinated Offeringacquisition by or involving the Company, then the Company Issuer shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities Investor as soon as reasonably practicable (but not less than five (5) business days before prior to the anticipated filing date by the Issuer with the SEC of such Registration Statementany registration statement with respect thereto), which notice shall (A) describe the expected amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), the proposed date of filing of such registration statement with the SEC and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and in each case to the extent then known, (B) describe such holder’s rights under this Section and (C) offer to all of the Holders of Registrable Securities Investor the opportunity to register the sale of include in such registered offering such number of Registrable Securities Shares as such Holders it may request in writing within five three (53) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2Section 8(d)(ii), the Company Issuer shall, in good faith, cause such Registrable Securities Shares so requested to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the such Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 Shares to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer or other shareholder(s) for whose account the registration statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such The inclusion of any of the Registrable Shares in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall the agreement of the Investor to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date underwritten offering, and such other agreements (including a power of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2attorney and custody agreement) customary for underwritten offerings.

Piggyback Rights. Subject (i) If PubCo or any other Person (including any Holder or any Special Holder under the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable), proposes to Section 2.4.3conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of equity securities, PubCo or securities or other obligations exercisable or exchangeable for, for or convertible into equity securitiesEquity Securities of PubCo, for its own account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company, PubCo including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.33.1), other than a Registration Statement (ior any registered offering with respect thereto) (A) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (iiB) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)PubCo’s existing stockholders, (iiiC) for an offering of debt that is convertible into equity securities Equity Securities of the Company, PubCo or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (vD) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable practicable, but not less than five (5) business four 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 (Ax) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) three calendar days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, following the expiration of the Lock-Up Period, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiiv) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities holding in excess of $50 million of Registrable Securities as soon as reasonably practicable but 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (viv) for a Block Trade or (viivi) for an Other Coordinated Offeringfiled in connection with a confidentially marketed public offering by the Company of primary shares, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3If, if at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 or subsection 2.3.4 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment)stockholders, (v) for a dividend reinvestment plan, (vi) for a Block Trade or rights offering, (vii) for an Other Coordinated Offeringthe exercise of any warrants or (viii) for a Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five (5) business days before the anticipated filing date of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the anticipated filing of the applicable “red xxxxxxx” prospectus or prospectus supplement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five two (52) business days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1.3 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject If at any time and from time to Section 2.4.3, if time after 180 days after the Closing (provided that such 180 day limitation shall not apply to Season Smart) the Company proposes to file a Registration Statement under the Securities Act or effect an Underwritten Offering with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own account or for the account of shareholders security holders of the Company (or by the Company and by the shareholders stockholders of the Company, including including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option option, share purchase or repurchase, or other benefit plan or employee share purchase plan, (ii) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (the Company’s existing security holders, debt holders or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)other creditors, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering registration on Form S-4 or an exchange offer Form S-8, or offering of securities solely to any similar or successor registration form under the Company’s existing shareholders (including any rights offering with a backstop Securities Act subsequently adopted by the SEC, or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable practicable, but not in no event less than five ten (510) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such Registration or offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders Holder may request in writing within five (5) days after sending following receipt of such written notice (such Registration, a “Piggyback Registration”), provided, that for any such registrations prior to the 180th day after the Closing, the Company shall only be obligated to notify and each to offer such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registrationparticipation to Season Smart. To the extent permitted by applicable securities laws, a “Piggyback Registration Rights Holder”). Subject subject to subsection Section 2.2.2, the Company shall, in good faithwith respect to Season Smart, and shall use its reasonable best efforts to, with respect to all other Holders, cause (i) such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause and (ii) the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Shares (including equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesinto, Common Shares), for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders stockholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (ia) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (iib) pursuant to a Registration Statement on Form F-4 S-4 or Form S-8 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iiic) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (ve) for a dividend reinvestment planplan or similar plans, (vif) for a Block Trade filed pursuant to Section 2.1, (g) filed pursuant to Section 2.2, or (viih) for an Other Coordinated Offeringfiled in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable (but not less than five ten (510) business days before prior to the anticipated filing date by the Company with the Commission of such any Registration StatementStatement with respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), the proposed date of filing of such Registration Statement with the Commission and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, in each case to the extent then known, (B) describe such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have or Company shareholder(s) for whose account the right to terminate or withdraw any Registration Statement initiated by it under is to be filed. For purposes of this subsection 2.2.1 before Section 2.3, the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in accordance with this Section 3.22.3).

Piggyback Rights. (a) Subject to Section 2.4.3the terms and conditions hereof and the Stockholders Agreement, if whenever the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of equity securities, or securities or (other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of than a registration by the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (i) filed in connection with on a registration statement on Form S-4 or any employee share option successor form, a registration statement on Form S-8 or other benefit plan any successor form or employee share purchase plan, (ii) pursuant to Section 2.01 or 2.03) (a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto“Piggyback Registration”), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give the Stockholders prompt written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable thereof (but not less than five ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (5a “Piggyback Notice”) business days before shall specify, at a minimum, the anticipated filing number of securities proposed to be registered, the proposed date of filing of such Registration Statementregistration statement with the Commission, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of a Stockholder (a “Piggyback Seller”) (which notice written request shall (Aspecify the number of Registrable Securities then presently intended to be disposed of by such Stockholder) describe given within ten days after such Piggyback Notice is sent to such Stockholder, the amount Company, subject to the terms and type conditions of securities this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Stockholders with respect to which the Company has received such written requests for inclusion to be included in such 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 sending of such written notice (such Registration, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar the Company’s securities of the Company included being sold in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3If, if at any time on or after the Company Closing Date, PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, or to effect an Underwritten Offering, for its own account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the CompanyPubCo including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)PubCo’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, PubCo or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company PubCo shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or anticipated commencement date of the offering, which as applicable, such notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if anyUnderwriter(s), in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of of, or include in such offering, such number of Registrable Securities as such Holders may request in writing within five (5) days after sending 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 Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2PubCo.

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of equity securities, the Company or securities or other obligations exercisable or exchangeable for, for or convertible into equity securitiesEquity Securities of the Company, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering dividend reinvestment plan or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for on Form S-4 (or similar form that relates to a dividend reinvestment plan, (vi) for a Block Trade transaction subject to Rule 145 under the Securities Act or (vii) for an Other Coordinated Offeringany successor rule thereto), then the Company shall give written notice of such proposed filing offering to all of each Special Holder and each New Holder (collectively, the Holders of Registrable Securities “Piggyback Holders”) as soon as reasonably practicable but not less than five (5) business calendar days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Piggyback Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within five (5) days after sending of such written notice (such Registration, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.three

Piggyback Rights. Subject to Section 2.4.3, if the Company PubCo or any Holder proposes to conduct a registered offering of, or if PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company PubCo (or by the Company PubCo and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3PubCo), other than a Registration Statement (or any registered offering) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to under a Registration Statement on Form F-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretorule), (iii) for an offering of debt that is convertible into equity securities of the Company, PubCo or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering under a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to under this subsection Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofdistribution. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Offering. For the Company. The avoidance of doubt, the notice periods set forth in this subsection Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate Section 2.1.4 or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company Block Trades conducted in accordance with Section 3.22.4.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1.3 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.32.2.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1.4), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (v) a Block Trade, (vi) for a Block Trade an Other Coordinated Offering, or (vii) for an Other Coordinated Offeringfiled in connection with a confidentially marketed public offering by the Company of primary shares, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five seven (57) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such RegistrationOffering. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown Offering pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or dividend reinvestment plan, (v) for an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plansecurityholders, (vi) for a rights offering, (vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (viiix) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”); provided, and each in the case of an “overnight” or “bought” offering, such Holder requests must be made by the Holders within two (2) business days after delivery of any such notice by the Company; provided further that includes all or a portion if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of such Holder’s Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such Piggyback Registrationopportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), a “Piggyback Registration Rights Holder”)then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2.2. Subject to subsection the foregoing proviso and to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.35(c), if the Company Issuer proposes to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company Issuer, including, without limitation, pursuant to demands under Section 5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Company Issuer and by the shareholders stockholders of the CompanyIssuer including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3Takedown), other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement registration statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the CompanyIssuer, (iv) for a rights offering dividend reinvestment plan or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offeringas defined below), then the Company Issuer shall give written notice of such proposed filing offering to all of the Eligible Subscriber Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a shelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Eligible Subscriber Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2Section 5(a)(ii)(1), the Company Issuer shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Eligible Subscriber Holders pursuant to this subsection 2.2.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Eligible Subscriber Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2underwritten offering.

Piggyback Rights. Subject to Section 2.4.35(c), if the Company Issuer proposes to conduct a registered offering of, or if the Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company Issuer, including, without limitation, pursuant to demands under Section 5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Company Issuer and by the shareholders stockholders of the CompanyIssuer including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3Takedown), other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement registration statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the CompanyIssuer, (iv) for a rights offering dividend reinvestment plan or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offeringas defined below), then the Company Issuer shall give written notice of such proposed filing offering to all of the Eligible Subscriber Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a shelf registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Eligible Subscriber Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2Section 5(a)(ii)(1), the Company Issuer shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Eligible Subscriber Holders pursuant to this subsection 2.2.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Eligible Subscriber Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2underwritten offering.

Piggyback Rights. Subject to Section 2.4.3, if (a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3subsection 2.2.1), other than a Registration Statement (i) filed pursuant to Section 2.1 hereof, (ii) with respect to the Principal Holders, filed in connection with a Permitted Apache Offering (which shall be deemed to include the Existing Registration Statement), (iii) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (iiiv) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)Company’s existing stockholders, (iiiv) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (vvi) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offeringon Form S-4, then the Company shall within ten (10) days (or if the Registration Statement will be a Shelf Registration Statement, within five (5) days) of the anticipated filing date of such Registration Statement give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five (5) business days before the anticipated filing date of such “Piggyback Registration StatementNotice”), which notice shall (A) describe the amount and type of securities to be included in such offering, Registration and the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, distribution 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 sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.32.2.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (v) a Block Trade, or (vi) for filed in connection with a Block Trade or (vii) for an Other Coordinated Offeringconfidentially marketed public offering by the Company of primary shares, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five seven (57) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such RegistrationOffering. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), dividend reinvestment plan (v) for a dividend reinvestment plan, rights offering (vi) for a Block Trade or (vii) for an Other Coordinated Offering“at the market”, equity line of credit or similar registered offering through a broker, sales agent, or distribution agent, whether as agent or principal, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3If, if at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders persons other than the Holders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3)Registrable Securities, other than a Registration Statement (ia) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (iib) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)Company’s existing stockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company, (ivd) for a rights registered offering not involving a “road show” or an exchange offer other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop whether or standby commitmentnot underwritten), (ve) 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, (vi) for a Block Trade or (viif) for an Other Coordinated Offering, 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) then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration Statement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a the “Piggyback Registration Rights HolderHolders”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective effect date of such Registration, whether or not any Piggyback Registration Rights rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set forth under this subsection 2.2.1 with respect to the Registrable Securities held by the Company in accordance with Section 3.2Sponsor shall terminate on the seventh anniversary of the Effective Date.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1.3 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.32.2.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (v) a Block Trade, or (vi) for filed in connection with a Block Trade or (vii) for an Other Coordinated Offeringconfidentially marketed public offering by the Company of primary shares, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five seven (57) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such RegistrationOffering. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.32.4.3 and any lock-up period applicable to such Holder, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company, including including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment)dividend reinvestment plan, (v) for a dividend reinvestment planrights offering, (vi) for a Block Trade Trade, or (vii) for an Other Coordinated Offering, Offering then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. (a) Subject to Section 2.4.3the terms and conditions hereof and the Stockholders Agreement, if whenever the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of equity securities, or securities or (other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of than a registration by the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (i) filed in connection with on a registration statement on Form S-4 or any employee share option successor form, a registration statement on Form S-8 or other benefit plan any successor form or employee share purchase plan, (ii) pursuant to ‎Section 2.01 or ‎2.03) (a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto“Piggyback Registration”), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give the Stockholders prompt written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable thereof (but not less than five ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (5a “Piggyback Notice”) business days before shall specify, at a minimum, the anticipated filing number of securities proposed to be registered, the proposed date of filing of such Registration Statementregistration statement with the Commission, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of a Stockholder (a “Piggyback Seller”) (which notice written request shall (Aspecify the number of Registrable Securities then presently intended to be disposed of by such Stockholder) describe given within ten days after such Piggyback Notice is sent to such Stockholder, the amount Company, subject to the terms and type conditions of securities this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Stockholders with respect to which the Company has received such written requests for inclusion to be included in such 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 sending of such written notice (such Registration, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar the Company’s securities of the Company included being sold in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company If NewCo proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of NewCo, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of NewCo, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3)NewCo, other than a Registration Statement (iA) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (iiB) pursuant for an exchange offer or offering of securities solely to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)NewCo’s existing shareholders, (iiiC) for an offering of debt that is convertible into equity securities of the CompanyNewCo, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (vD) for a dividend reinvestment plan, (vi) for a Block Trade plan or (viiE) pursuant to a Registration Statement on Form X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (ii) consummate an Underwritten Offering for an Other Coordinated Offeringits own account or for the account of shareholders of NewCo, then the Company NewCo shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as reasonably practicable (but in the case of filing a Registration Statement, not less than five ten (510) business days before the anticipated filing date of such Registration Statement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days in the case of filing a Registration Statement or an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then two (2) days), in each case after sending 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 Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the Company NewCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company NewCo included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering under this subsection 2.2.1 shall shall, subject to Section 3.3, enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2NewCo.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Offering. For the Company. The avoidance of doubt, the notice periods set forth in this subsection Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate Section 2.1.4 or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company Block Trades conducted in accordance with Section 3.22.4. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five business days before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2.1 and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.2.1.

Piggyback Rights. Subject to Section subsection 2.4.3, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company, including including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3subsection 2.1.4), other than a Registration Statement (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders stockholders, (including any rights iv) for an offering with a backstop or standby commitment)of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment planregistered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), including a Block Trade, (vi) for an “at the market” or similar registered offering through a Block Trade broker, sales agent or distribution agent, whether as agent or principal, or (vii) for an Other Coordinated Offeringa dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five (5) business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five three (53) business days after the sending of such written notice (such Registration, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a the “Piggyback Registration Rights HolderHolders”); provided, further, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 2.2.2. Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3Section 2.4. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the CompanyCompany or, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), dividend reinvestment plan (v) for a dividend reinvestment plan, rights offering (vi) for a Block Trade or (vii) for an Other Coordinated Offering“at the market”, equity line of credit or similar registered offering through a broker, sales agent, or distribution agent, whether as agent or principal, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown Offering pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or dividend reinvestment plan, (v) for an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plansecurityholders, (vi) for a rights offering, (vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (viiix) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”); provided, and each in the case of an “overnight” or “bought” offering, such Holder requests must be made by the Holders within two (2) business days after delivery of any such notice by the Company; provided further that includes all or a portion if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of such Holder’s Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such Piggyback Registrationopportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), a “Piggyback Registration Rights Holder”)then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2.2. Subject to subsection the foregoing proviso and to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if (1) If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities shares of Common Stock or other obligations equity securities exercisable or exchangeable for, or convertible into equity securitiesinto, shares of Common Stock, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3)other stockholders, other than a Registration Statement registration statement (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement registration statement on Form F-4 S-4 or S-8 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment planplan or similar plans, (vi) for filed pursuant to a Block Trade shelf registration statement on Form S-3, or (vii) for an Other Coordinated Offeringfiled in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed filing offering to all of the Holders of Eligible Subscribers holding Registrable Securities as soon as reasonably practicable (but not less than five ten (510) business days before prior to the anticipated filing date by the Company with the Commission of such Registration Statementany registration statement with respect thereto), which notice shall (A) describe the expected amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), the proposed date of filing of such registration statement with the Commission and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, in each case to the extent then known, (B) describe such Eligible Subscribers’ rights under this Section 7(d) and (BC) offer to all of the Holders of Eligible Subscribers holding Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders Eligible Subscribers may request in writing within five ten (510) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each the Eligible Subscribers making such Holder that includes all or a portion of such Holder’s Registrable Securities in such request, the “Requesting Piggyback Registration, a “Piggyback Registration Rights HolderHolders”). Subject to subsection 2.2.2Section 7(d)(2), the Company shall, in good faith, cause such Registrable Securities so requested to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the such Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the registration statement is to be filed included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Eligible Subscribers’ Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Eligible Subscribers’ agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by the Companyunderwritten offering. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.For purposes hereof: “

Piggyback Rights. Subject to Section 2.4.32.3.3, if at any time after the Company expiration of any Lock-up to which a Holder’s shares are subject, if any, New PubCo or any Holder proposes to conduct a registered offering of, or New PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company New PubCo (or by the Company New PubCo and by the shareholders stockholders of the CompanyNew PubCo including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to New PubCo’s existing shareholders, (iii) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiiv) for an offering of debt that is convertible into or exchangeable for equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment)New PubCo, (v) for a dividend reinvestment plan, (vi) for a rights offering (including any rights offering with a backstop or standby commitment), (vii) a Block Trade or (viiviii) for an Other Coordinated Offering, then the Company New PubCo shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each ). The rights provided under this Section 2.2.1 shall not be available to any Holder at such Holder that includes all or a portion time as there is an effective Shelf available for the resale of such Holder’s the Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”)pursuant to Section 2.1. Subject to subsection Section 2.2.2, the Company New PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company New PubCo included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to conduct a registered offering of, or to file a Registration Statement under the Securities Act with respect to to, an offering of Company Class A Common Stock (including equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesinto, Company Class A Common Stock), for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.3), other than a Registration Statement (ior other registered offering with respect thereto) (a) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (iib) pursuant to a Registration Statement on Form F-4 S-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)) or Form S-8, or any successor forms, (iiic) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (ve) for a dividend reinvestment planplan or similar plans, (vif) filed pursuant to Section 2.1, (g) for a Block Trade or rights offering, (viih) for an Other Coordinated Offeringequity line of credit or an at-the-market offering of securities, or (i) for a block trade or other coordinated offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable (but not less than five ten (510) business days before prior to the anticipated filing date by the Company with the Commission of any Registration Statement with respect thereto or, in the case of any offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statementoffering), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), the proposed date of filing of such Registration Statement with the Commission and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, in each case to the extent then known, (B) describe such Holders’ rights under this Section 2.2 and (BC) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registration, Registration a “Piggyback Registration”); provided, and each in the case of an “overnight” or “bought” offering, such Holder requests must be made by the Holders within two (2) business days after delivery of any such notice by the Company; provided further that includes all or a portion if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of such Holder’s Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Company Class A Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such Piggyback Registrationopportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), a “Piggyback Registration Rights Holder”)then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 2.2.2. Subject to the foregoing proviso and to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Underwriters, if any, to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.2.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have or Company shareholder(s) for whose account the right to terminate or withdraw any Registration Statement initiated by it under is to be filed. For purposes of this subsection 2.2.1 before Section 2.2, the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in accordance with this Section 3.22.2).

Piggyback Rights. Subject to Section 2.4.3, if If the Company proposes to (i) file a Registration Statement registration statement, prospectus or prospectus supplement under the U.S. Securities Act Law with respect to an offering the Registration of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of shareholders of the Company, other than a registration statement, prospectus or prospectus supplement (A) filed in connection with any employee stock option or other benefit plan, (B) pursuant to a registration statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (C) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (D) for an offering of debt that is convertible into equity securities of the Company or (E) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including without limitation, an Underwritten Shelf Takedown other than pursuant to Section 2.1.3the terms of this Agreement), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as reasonably practicable (but in the case of filing a registration statement, prospectus or prospectus supplement, not less than five (5) business days before the anticipated filing date of such Registration Statementregistration statement, prospectus or prospectus supplement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5a) three (3) days in the case of filing a registration statement, prospectus or prospectus supplement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after sending 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 Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration. All such Piggyback Registration Rights Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the CompanyCompany including, including without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1.32.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan or employee share purchase plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form for that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders (including any rights offering with a backstop or standby commitment), (v) for a dividend reinvestment plan, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than five ten (510) business days before the anticipated filing date of such Registration StatementStatement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after sending receipt of such written notice (such Registrationregistered offering, a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, a “Piggyback Registration Rights Holder”). Subject to subsection Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such The inclusion of any Holder’s Registrable Securities in a Piggyback Registration Rights Holders proposing shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2Offering.