Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. Each time Genesis proposes to register securities under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to all Holders of its intention to do so and the Holders' rights under this Section 11.1(a). Upon the written request of any Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Genesis shall determine for any reason not to proceed with the proposed registration, Genesis may, at its election, give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. Each If at any time Genesis Newmark proposes to register (including for this purpose a registration effected by Newmark for security holders of Newmark other than any Holder) securities which may include any shares of Newmark Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to (i) a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms; or (ii) a registration statement for the sales of Registrable Securities issuable or issued upon exchange, conversion or sale of any Newmark Holdings Exchangeable Limited Partnership Interests held by any member of the Cantor Group), in a manner that would permit registration of Registrable Securities for sale resale to the public under the Securities ActAct (a “Public Offering”), it Newmark will each such time promptly give prompt written notice to all the Holders of (a) its intention to do so so, (b) the form of registration statement of the SEC that has been selected by Newmark and (c) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of Newmark will include in any Holder made Public Offering all Registrable Securities that Newmark is requested in writing, within 15 days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)Newmark, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (iA) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Genesis Newmark shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, Newmark may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter Newmark shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (iiB) if Newmark shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate set forth in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesSection 2.3. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request No Piggy-back Registration effected by Newmark under this Article III shall relieve Newmark of its obligations to effect Demand Registrations under Article II, except as otherwise set forth in Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration2.2.

Right to Include Registrable Securities. Each If at any time Genesis Xxxx proposes to register (including for this purpose a registration effected by Xxxx for security holders of Xxxx other than any Holder) securities that may include any shares of Xxxx Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale resale to the public under the Securities ActAct (a “Public Offering”), it Xxxx will at each such time promptly give prompt written notice to all the Holders of (a) its intention to do so so, (b) the form of registration statement of the SEC that has been selected by Xxxx and (c) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of Xxxx will include in any Holder made Public Offering all Registrable Securities that Xxxx is requested in writing, within 15 fifteen (15) days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)Xxxx, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Genesis Xxxx shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, Xxxx may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter Xxxx shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (ii) if Xxxx shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate set forth in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesSection 2.3. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request No Piggy-back Registration effected by Xxxx under this Article III shall relieve Xxxx of its obligations to effect Demand Registrations under Article II, except as otherwise set forth in Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration2.2.

Right to Include Registrable Securities. Each Subject to Section 4.3, if the Company or any other issuer of Registrable Securities at any time Genesis or from time to time proposes to register shares of its equity securities or Registrable Securities under the Securities Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms or other forms promulgated for similar purposesin connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give Company shall deliver prompt written notice to all Holders of Registrable Securities of its intention to do so undertake such registration and the of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 11.1(a)4 as hereinafter provided. Upon the written request of any Holder made within 15 days after the receipt of any such notice (which request The Company shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its reasonable best efforts to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which Genesis the Company receives a request for registration from the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice to such Holders of its intended registration (which notice by Holders shall specify the amount of such Piggyback Registrable Securities to be registered, which amount for each Holder must equal or exceed the lesser of (i) half of all Piggyback Registrable Securities that such Holder either owns or has been so requested the right to acquire or (ii) 10,000 shares), to the extent necessary to permit their disposition in accordance with the Company's intended methods thereof of all such Piggyback Registrable Securities by including such Piggyback Registrable Securities in the registration statement pursuant to which the Company proposes to register by the Holders thereofsecurities (a "Piggyback Registration"); provided, however, that (i) ifif such registration involves an underwritten offering, all Holders requesting inclusion in the registration shall be required to sell such Piggyback Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable to the Company and any other Persons selling securities. Holders desiring to participate in a Piggyback Registration shall be bound by the Company's intended method of disposition of shares thereunder. The Holders requesting inclusion in a registration pursuant to this Section 4 may, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with relating to such registration, Genesis shall determine for any reason not to proceed with the proposed registration, Genesis may, at its election, give revoke such request by delivering written notice of to the Company revoking such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the requested inclusion. All requests for Piggyback Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior 4 shall be without prejudice to the effective date rights of the registration statement filed in connection with such registrationHolders to request, to withdraw such request and shall not to have such securities registered in connection with such registrationbe counted as, the sole Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Each Subject to Section 2.1(e) below, if the Company at any time Genesis following the consummation of the W. P. Xxxxx Conversion, but on or before the third anniversary of the consummation of the W. P. Xxxxx Conversion, proposes to register securities file a registration statement under the Securities Act (other than (a) filing a registration Registration Statement on Form S-4 or S-8, S-8 or any successor or similar form that may be adopted by the Commission, or (b) effectuating a “take-down” of securities from its existing shelf registration statement on Form S-3 filed with the Commission on June 10, 2011) registering shares of Company Common Stock, or other forms promulgated securities convertible into or exchangeable for similar purposes)shares of Company Common Stock, whether or not for sale for its own account, pursuant to the account of the Company (a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act“Piggyback Registration”), it will give prompt written notice (a “Notice of Piggyback Registration”) at least fifteen (15) Business Days prior to all Holders the anticipated filing date, to the Stockholders of its intention to do so so, and of the Holders' Stockholders’ rights under this Section 11.1(a2.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder Stockholder made within 15 days fifteen (15) Business Days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderStockholder), Genesis the Company will use its reasonable best efforts to effect include in the registration under the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Securities which Genesis the Company has been so requested to register by such Stockholder. Notwithstanding the Holders thereof; providedforegoing, that (i) assuming a Stockholder has given notice of its desire to participate in such registration, if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon such Stockholder and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)registration, and (iib) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may securities to be customary or appropriate in light sold for the account of the fact that Genesis and such Holders may be selling different securitiesCompany. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a2.1(b) in connection with such registration may elect in writing, prior shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationeffect a Demand Registration under Section 2.1(a).

Right to Include Registrable Securities. Each If at any time Genesis SpinCo proposes to register (including for this purpose a registration effected by SpinCo for security holders of SpinCo other than any Holder) securities that may include any Initial Common Shares and to file a Registration Statement or Canadian Prospectus with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)and applicable Canadian Securities Laws, whether or not for sale for its own account, account (other than pursuant to a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the offer and sale of Registrable Securities for sale resale to the public under (a) an effective Registration Statement under the Securities Act, it (b) a Canadian Prospectus or (c) a combination of (a) and (b) (a “Public Offering”), SpinCo will at each such time promptly give prompt written notice to all the Holders of (i) its intention to do so so, (ii) the form of registration statement of the SEC and Canadian Prospectus, as applicable, that has been selected by SpinCo and (iii) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of SpinCo will include in any Holder made Public Offering all Registrable Securities that SpinCo is requested in writing, within 15 seven (7) days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)SpinCo, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (iA) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement Registration Statement or the filing of a Canadian Prospectus filed in connection with such registrationtherewith, Genesis SpinCo shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, SpinCo may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter SpinCo shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (iiB) if SpinCo shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate set forth in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesSection 2.3. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request No Piggy-back Registration effected by SpinCo under this Article III shall relieve SpinCo of its obligations to effect Demand Registrations under Article II, except as otherwise set forth in Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration2.2.

Right to Include Registrable Securities. Each If at any time Genesis after expiration of the Lock-Up Period the Issuer or PubliCo proposes to register securities any of its Securities or PubliCo Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to a registration statement on which it is permissible to register Form S-4 or Form S-8, any successor or similar forms or a registration statement for the sale of PubliCo Shares issuable or issued upon exchange, conversion or sale of Partners’ interests in HoldCo), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time promptly give prompt written notice to all Holders Holders: (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by the Issuer or PubliCo, as the case may be, and the Holders' (iii) of rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon The Issuer or PubliCo, as the written request of any Holder made case may be, will include in the proposed registration all Registrable Securities that the Issuer or PubliCo, as the case may be, is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)Article III Notice is given, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (the “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any securities Securities or PubliCo Shares and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Issuer or PubliCo, as the case may be, shall determine for any reason not to proceed with that none of such Securities or PubliCo Shares shall be registered, the proposed registrationIssuer or PubliCo, Genesis as the case may be, may, at its election, give written notice of such determination to each Holder and thereupon all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation abandoned registration, without prejudice, however, to pay the Registration Expenses in connection therewith), rights of Holders under Article II hereof and (ii) if in case of a determination by the Issuer or PubliCo, as the case may be, to delay registration of its Securities or PubliCo Shares, the Issuer or PubliCo, as the case may be, shall be permitted to delay the registration of such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves Article III for the same period as the delay in registering such other Securities or PubliCo Shares by the Issuer or PubliCo, as the case may be or may abandon the registration of Securities, in the sole discretion of the Issuer or PubliCo, as the case may be. No registration effected under this Article III shall relieve the Issuer or PubliCo, as the case may be, of its obligations to effect registrations upon request under Article II. If the Piggy-back Registration will be an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration the Issuer or PubliCo, as the case may elect in writingbe, prior will be entitled to the effective date select all of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationunderwriters.

Right to Include Registrable Securities. Each (1) If the Company at any time Genesis from time to time thereafter proposes to register any of its securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other forms promulgated for similar purposes), holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give Company shall deliver prompt written notice (which notice shall be given at least five (5) Trading Days prior to such proposed registration) to all Holders Investors of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the Holders' rights distribution arrangements) and of such Investors’ right to participate in such registration under this Section 11.1(a2(b) as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2(b)(ii). Upon , upon the written request of any Holder Investor made within 15 days ten (10) Trading Days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), Genesis will use its best efforts to the Company shall effect the registration under the Securities 1933 Act of all Registrable Securities requested by Investors to be so registered (an “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Genesis has been so requested covers the securities which the Company proposes to register by and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the Holders thereof; providedregistration procedures set forth in Section 3. If a Piggyback Registration involves an Underwritten Offering, that (i) ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. The Investors requesting inclusion in a Piggyback Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date Effective Date of the registration statement filed in connection with such registration, Genesis shall determine Piggyback Registration Statement (and for any reason not to proceed with the proposed registrationreason), Genesis may, at its election, give revoke such request by delivering written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with Company revoking such registration, to withdraw such request and not to have such securities registered in connection with such registrationrequested inclusion.

Right to Include Registrable Securities. Each If at any time Genesis Solta proposes to register (including for this purpose a registration effected by Solta for security holders of Solta other than any Holder) securities that may include any Solta Common Shares and to file a Registration Statement under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the offer and sale of Registrable Securities for sale resale to the public under an effective Registration Statement under the Securities ActAct (a “Public Offering”), it Solta will at each such time promptly give prompt written notice to all the Holders of (a) its intention to do so so, (b) the form of registration statement of the SEC that has been selected by Solta and (c) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of Solta will include in any Holder made Public Offering all Registrable Securities that Solta is requested in writing, within 15 seven (7) days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)Solta, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement filed in connection with such registrationRegistration Statement, Genesis Solta shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, Solta may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter Solta shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (ii) if Solta shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate set forth in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesSection 2.3. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request No Piggy-back Registration effected by Solta under this Article III shall relieve Solta of its obligations to effect Demand Registrations under Article II, except as otherwise set forth in Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration2.2.

Right to Include Registrable Securities. Each (1) If the Company at any time Genesis from time to time proposes to register any of its securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other forms promulgated for similar purposes), holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give Company shall deliver prompt written notice (which notice shall be given at least ten (10) Trading Days prior to such proposed registration) to all Holders Investors of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the Holders' rights distribution arrangements) and of such Investors’ right to participate in such registration under this Section 11.1(a2(b) as hereinafter provided. Subject to the other provisions of this Section 2(b)(i) and Section 2(b)(ii). Upon , upon the written request of any Holder Investor made within 15 ten (10) calendar days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), Genesis will use its best efforts to the Company shall effect the registration under the Securities 1933 Act of all Registrable Securities requested by Investors to be so registered (a “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Genesis has been so requested covers the securities which the Company proposes to register by and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the Holders thereof; providedregistration procedures set forth in Section 3. If a Piggyback Registration involves an Underwritten Offering, that (i) ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. The Investors requesting inclusion in a Piggyback Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date Effective Date of the registration statement filed in connection with such registration, Genesis shall determine Piggyback Registration Statement (and for any reason not to proceed with the proposed registrationreason), Genesis may, at its election, give revoke such request by delivering written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with Company revoking such registration, to withdraw such request and not to have such securities registered in connection with such registrationrequested inclusion.

Right to Include Registrable Securities. Each If the Company at any time Genesis from time to time thereafter proposes to register any of its securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other forms promulgated for similar purposes), holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give Company shall deliver prompt written notice (which notice shall be given at least ten (10) Trading Days prior to all Holders such proposed registration and which notice shall be given after the Company has publicly disclosed such proposed registration) to each Buyer of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the Holders' rights under this Section 11.1(a)distribution arrangements) and of each such Buyer’s right to participate in such registration. Upon Subject to the other provisions contained herein, upon the written request of any Holder Buyer made within 15 five (5) calendar days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), Genesis will use its best efforts to the Company shall effect the registration under the Securities 1933 Act of all Registrable Securities requested by each Buyer to be so registered (a “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Genesis has been so requested covers the securities which the Company proposes to register by and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the Holders thereof; providedregistration procedures set forth herein. If a Piggyback Registration involves an Underwritten Offering, that (i) ifimmediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Buyer. Each Buyer requesting inclusion in a Piggyback Registration may, at any time after giving written notice of its intention to register any securities and prior to the effective date Effective Date of the registration statement filed in connection with such registration, Genesis shall determine Piggyback Registration Statement (and for any reason not to proceed with the proposed registrationreason), Genesis may, at its election, give revoke such request by delivering written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with Company revoking such registration, to withdraw such request and not to have such securities registered in connection with such registrationrequested inclusion.

Right to Include Registrable Securities. Each If at any time Genesis the Issuer proposes to register securities (including for this purpose a registration effected by the Issuer for security holders of the Issuer other than Purchaser(s)) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)1933 Act, whether or not for sale for its own account, pursuant to account in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities Act1933 Act (a “Public Offering”), it the Issuer will each such time promptly give prompt written notice to all Holders the Purchaser(s) (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by the Issuer and the Holders' (iii) of rights of Purchaser(s) under this Section 11.1(aparagraph (the “paragraph 3 Notice”). Upon The Issuer will include in the written request case of any Holder made a proposed Public Offering all Registrable Securities that the Issuer is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)paragraph 3 Notice is given, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofPurchaser(s) thereof (a “Piggy-back Registration”); provided, however, that (ix) if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Issuer shall determine for any reason not to proceed with that none of such Registrable Securities shall be registered, the proposed registration, Genesis Issuer may, at its election, give written notice of such determination to each Holder and thereupon Purchaser(s) if Purchaser(s) shall have requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, and (iiy) if in case of a determination by the Issuer to delay registration of Registrable Securities, the Issuer shall be permitted to delay the registration of such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves paragraph for the same period as the delay in registering such an underwritten public offeringother Registrable Securities by the Issuer, any Holder making a request under this Section 11.1(a) as the case may be or may abandon the registration of Registrable Securities, in connection with such registration may elect in writing, prior to the effective date sole discretion of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationIssuer.

Right to Include Registrable Securities. Each In the event that the Company at any time Genesis proposes after the date hereof to register securities under the Securities Act (other than effect a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities ActPiggyback Registration, it will each such time give prompt written notice (a "Notice of Piggyback Registration"), at least 30 days prior to the anticipated filing date, to all Holders of its intention to do so and the of such Holders' rights under this Section 11.1(a)3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any such Holder (each a "Requesting Holder") made within 15 20 days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holder)) the Company will, Genesis will use its best efforts subject to effect the registration under other provisions of this Agreement, include in the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Equity Securities which Genesis the Company has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Equity Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)) without prejudice, however, to the rights of any Requesting Holder entitled to do so to request that such registration be effected as a Demand Registration under Section 2, and (ii) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Equity Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) in connection with such registration may elect in writing, prior 3 shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationeffect a Demand Registration under Section 2.

Right to Include Registrable Securities. Each Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if the Issuer at any time Genesis after the expiration of the One Year Lock-Up Preiod proposes to register securities file a Registration Statement under the Securities Act (other than a registration Registration Statement on Form S-4 or S-8, Form S-8 or any successor or other forms promulgated for similar purposes)form that may be adopted by the Commission) registering shares of its Common Stock, whether or not for sale for its own account, pursuant to the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act“Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to all the anticipated filing date to the Holders of its intention to do so and of the Holders' ’ rights under this Section 11.1(a)2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within 15 twenty (20) days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), Genesis the Issuer will use its commercially reasonable best efforts to effect include in the registration under the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Securities which Genesis the Issuer has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, if at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Issuer shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Issuer may, at its election, give written notice of such determination to each Holder and thereupon the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. Each time Genesis If, following the expiration of the Lock-Up Period, the Company proposes to register securities file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible, exchangeable, or exercisable for Common Stock, whether or not for sale for its own account (other than pursuant to (i) a registration statement filed by the Company on Form S-4 or S-8, or any successor or other forms promulgated for similar purposespurposes or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own accountincluding, without limitation, a Registration Statement in connection with a Demand Registration pursuant to Section 3(a) or a registration statement on which it is permissible Shelf Registration Statement pursuant to register Registrable Securities for sale to Section 3(e), then the public under the Securities ActCompany will, it will at each such time, give prompt written notice to all Holders of its intention to do so make such filing, and the of such Holders' ’ rights under this Section 11.1(a2 (the “Piggyback Registration Notice”), which notice shall be given to Holders, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date of the registration statement. Upon The Piggyback Registration Notice shall offer such Holders the written request opportunity to include (or cause to be included) in such registration statement (each, a “Piggyback Registration Statement”) the number of any Holder made within 15 days after the receipt shares of any such notice (which request shall specify the Registrable Securities intended as 41453855_8 each such Holder may request. Subject to be disposed of by such HolderSection 2(b), Genesis will use its best efforts to effect the registration under the Securities Act of Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which Genesis the Company has been so requested received a written request from the Holder thereof for inclusion of such Registrable Securities in the Piggyback Registration Statement (each, a “Piggyback Request”) promptly following delivery of the Piggyback Notice but in any event no later than two (2) Business Days prior to register by the Holders thereoffiling date of a Piggyback Registration Statement; provided, provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Piggyback Registration Statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with the proposed registrationregistration of the securities to be sold by it, Genesis the Company may, at its election, give written notice of such determination to each Holder and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such proposed registration (but not from its obligation to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 3, and without prejudice to the obligations of the Company under Section 3(e), and (ii) if such registration under this Section 2(a) involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis)offering, all Holders requesting to have Registrable Securities be included in Genesis' the Company’s registration pursuant to such Piggyback Registration Statement and to participate in the underwritten offering must sell their Registrable Securities to such the underwriters who shall have been selected by Genesis the Company on the same terms and conditions as apply to Genesisthe Company, with such differences, including any with respect to indemnification and contributionliability, as may be are customary or appropriate in combined primary and secondary offerings by the Company and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesparticipating Holders. If a proposed registration pursuant to this Section 11.1(a2(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) requesting to be included in connection with such registration pursuant to a Piggyback Request may elect in writing, writing at least two (2) Business Days prior to the effective date of the registration statement filed Piggyback Registration Statement or, in the case of a takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such Holder’s Registrable Securities in connection with such registration. Except as otherwise provided in Section 3(e) with respect to a Shelf Registration Statement, the Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement for a registration pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such request and not registration by written notice to have the Company (x) at any time prior to two (2) Business Days prior to the effectiveness of the Piggyback Registration Statement, or (y) if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 Trading Days preceding the date on which the notice of such securities registered in connection with such registrationoffering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. Each If at any time Genesis proposes during the Demand Registration Period Oneixx xxxposes to register any of its equity securities under the Securities Act Act, whether or not for sale for its own account (other than a registration on Form S-4 or Form S-8, or any successor or other forms promulgated for similar purposesforms), whether or not for sale for its own account, pursuant to in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities Act, it will each such time promptly give prompt written notice to all Holders Persons who hold of record any Registrable Securities of its intention to do so and so, of the Holders' registration form of the SEC that has been selected by Oneixx xxx of rights of Holders under this Section 11.1(a6 (the "Section 6 Notice"). Upon Oneixx xxxl use its best efforts to include in the written request of any Holder made proposed registration all Registrable Securities that Oneixx xx requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)Section 6 Notice is given, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereof; provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Genesis shall Oneixx xxxll determine for any reason not to proceed with the proposed registrationregister such equity securities, Genesis mayOneixx xxx, at its election, give written notice of such determination to each Holder and thereupon all Persons who hold of record any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation abandoned registration, without prejudice, however, to pay the Registration Expenses in connection therewith), rights of Holders under Section 3 hereof and (ii) if in case of a determination by Oneixx xx delay registration of its equity securities, Oneixx xxxll be permitted to delay the registration of such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different equity securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) in connection with such registration may elect in writing6 shall relieve Oneixx xx its obligations to effect registrations upon request under Section 3 and, prior notwithstanding anything to the effective date contrary in Section 3, no Holder shall have the right to require Oneixx xx register any Registrable Securities pursuant to Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each registration statement filed described in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationthe first sentence of this paragraph (a) is declared effective.

Right to Include Registrable Securities. Each Notwithstanding any --------------------------------------- limitation contained in Section 2, if the Company at any time Genesis proposes after the --------- date hereof to register securities under the Securities Act (other than effect a Piggyback Registration, including a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in lieu of a Demand Registration pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities ActSection 2(q), it will each such time give ------------ prompt written notice (a "Notice of Piggyback Registration") to all Holders of --------------------------------- its intention to do so and the of such Holders' rights under this Section 11.1(a)3, which Notice of Piggyback --------- Registration shall include a description of the intended method of disposition of such securities. Upon the written request of If any Holder made delivers a Request for Registration to the Company within 15 days fifteen (15) Business Days after the receipt date of any such notice (which request shall specify the Registrable Securities intended to be disposed Notice of by such Holder)Piggyback Registration, Genesis the Company will use its reasonable best efforts to effect include in the registration under the Securities Act of statement relating to such Piggyback Registration all Registrable Securities which Genesis the Company has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Requesting Holder entitled to do so to demand that such registration be effected as a Demand Registration under Section 2, and (ii) if such registration involves an underwritten offering by Genesis (underwritten--------- in the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) in connection with such registration may elect in writing, prior ------- 3 shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration.effect a Demand Registration - under Section 2. ---------

Right to Include Registrable Securities. Each time Genesis proposes to register securities Genesis Common Stock under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to all Holders Holders, if any, of its intention to do so and of the Holders' rights under this Section 11.1(a4.1(a). Upon the written request of any Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Genesis shall determine for any reason not to proceed with the proposed registration, Genesis may, at its election, give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesofferings. If a proposed registration pursuant to this Section 11.1(a4.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a4.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. Each If at any time Genesis Guild proposes to register (including for this purpose a registration effected by Guild for security holders of Guild other than any Holder) securities that may include any shares of Class A Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than (i) pursuant to a registration statement on which it is permissible Form X-0, Xxxx X-0 or any successor or similar forms, (ii) in connection with any dividend reinvestment or similar plan or (iii) for the sole purpose of offering securities to register another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), in a manner that would permit registration of Registrable Securities for sale resale to the public under the Securities ActAct (a “Public Offering”), it Guild will at each such time promptly (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement) give prompt written notice to all the Holders of (a) its intention to do so so, (b) the form of registration statement of the Commission that has been selected by Guild and (c) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of Guild will include in any Holder made Public Offering all Registrable Securities that Guild is requested in writing, within 15 fifteen (15) days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)Guild, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Genesis Guild shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, Guild may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter Guild shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (ii) if Guild shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply set forth in Section 2.3. No Piggy-back Registration effected by Guild under this Article III shall relieve Guild of its obligations to Genesiseffect Demand Registrations under Article II, with such differencesexcept as otherwise set forth in Section 2.2. Guild’s filing of a Shelf Registration shall not be deemed to be a Public Offering; provided, including however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to indemnification and contributionan offering of Class A Common Stock for its own account or for the account of any other Persons will be a Public Offering unless such offering qualifies for an exemption from the Public Offering definition in this Section 3.1; provided, further, that if Guild files a Shelf Registration for its own account or for the account of any other Persons, Guild agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be customary or appropriate required by Rule 430B under the Securities Act in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of order to ensure that the fact that Genesis and such Holders may be selling different securities. If added to such Shelf Registration at a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making later time through the filing of a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the Prospectus supplement rather than a post-effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationamendment.

Right to Include Registrable Securities. Each Subject to Section 4.3, if the Company or any other issuer of Registrable Securities at any time Genesis or from time to time proposes to register shares of its equity securities or Registrable Securities under the Securities Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms or other forms promulgated for similar purposesin connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will give Company shall deliver prompt written notice to all Holders of Registrable Securities of its intention to do so undertake such registration and the of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 11.1(a)4 as hereinafter provided. Upon the written request of any Holder made within 15 days after the receipt of any such notice (which request The Company shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its reasonable best efforts to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which Genesis the Company receives a request for registration from the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice to such Holders of its intended registration (which notice by Holders shall specify the amount of such Piggyback Registrable Securities to be registered, which amount for each Holder must equal or exceed the lesser of (i) half of all Piggyback Registrable Securities that such Holder either owns or has been so requested the right to acquire or (ii) 10,000 shares), to the extent necessary to permit their disposition in accordance with the Company's intended methods thereof of all such Piggyback Registrable Securities by including such Piggyback Registrable Securities in the registration statement pursuant to which the Company proposes to register by the Holders thereofsecurities (a "Piggyback Registration"); provided, however, that (i) ifif such registration involves an underwritten offering, all Holders requesting inclusion in the registration shall be required to sell such Piggyback Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable to the Company and any other Persons selling securities. Holders desiring to participate in a Piggyback Registration shall be bound by the Company's intended method of disposition of shares thereunder. The Holders requesting inclusion in a registration pursuant to this Section 4 may, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with relating to such registration, Genesis shall determine for any reason not to proceed with the proposed registration, Genesis may, at its election, give revoke such request by delivering written notice of to the Company revoking such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the requested inclusion. All requests for Piggyback Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior 4 shall be without prejudice to the effective date rights of the registration statement filed in connection with such registrationHolders to request, to withdraw such request and shall not to have such securities registered in connection with such registrationbe counted as, a Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Each Notwithstanding any limitations contained in Section 2.1(a)(iii), and subject to Section 2.1(e) below, if the Company at any time Genesis after the Registration Rights Date proposes to register securities file a Registration Statement under the Securities Act (other than a registration Registration Statement on Form S-4 S-4, Form F-4 or S-8, Form S-8 or any successor or other forms promulgated for similar purposes)form that may be adopted by the Commission) registering shares of its Common Shares, whether or not for sale for its own account, pursuant to the account of the Company or for the account of any holder of securities of the Company (other than Registrable Securities) (a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act“Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) at least fifteen (15) Business Days prior to all Holders the anticipated filing date, to each of the Holders, of its intention to do so and the Holders' of such Holder’s rights under this Section 11.1(a2.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder the Holders made within 15 days fifteen (15) Business Days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holderthe Holders and the intended method of disposition thereof), Genesis the Company will use its commercially reasonable best efforts to effect include in the registration under the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Securities which Genesis the Company has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon those Holders participating in the registration hereunder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses Expense in connection therewith) without prejudice, however, to the rights of the Holder to request that such registration be effected as the Demand Registration under Section 2.1(a), and (ii) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a2.1(b) in connection with such registration may elect in writing, prior shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationeffect a Demand Registration under Section 2.1(a).

Right to Include Registrable Securities. Each Notwithstanding any limitation contained in Section 1 or Section 2, if the Company at any time Genesis on or after the Effective Date proposes to register securities under the Securities Act (other than effect a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities ActPiggyback Registration, it will give prompt written notice (a “Notice of Piggyback Registration”), at least fifteen (15) calendar days prior to the anticipated filing date, to all Holders holders of Registrable Securities of its intention to do so and the Holders' of such holders’ rights under this Section 11.1(a)3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder such holder made within 15 fifteen (15) calendar days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holderholder), Genesis will use its best efforts the Company will, subject to effect the other provisions of this Agreement, include in the registration under the Securities Act of statement relating to such Piggyback Registration all Registrable Securities which Genesis that the Company has been so requested to register by register, all to the Holders thereof; providedextent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, that (i) if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)) without prejudice, however, to the rights of any Requesting Holder to a Requested Registration under Section 1 or a Shelf Registration under Section 2, and (iib) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) in connection with such registration may elect in writing, prior 3 shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationeffect a Requested Registration under Section 1 or a Shelf Registration under Section 2.

Right to Include Registrable Securities. Each Notwithstanding any limitation contained in Section 2.1(b), and subject to Section 2.5, if the Issuer at any time Genesis after the expiration of the One Year Lock-Up Period proposes to register securities file a Registration Statement under the Securities Act (other than a registration Registration Statement on Form S-4 or S-8, Form S-8 or any successor or other forms promulgated for similar purposes)form that may be adopted by the Commission) registering shares of its Common Stock, whether or not for sale for its own account, pursuant to the account of the Issuer or for the account of any holder of securities of the Issuer (other than Registrable Securities) (a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act“Piggyback Registration”), it will each such time give prompt written notice (a “Notice of Piggyback Registration”) at least twenty (20) days prior to all the anticipated filing date to the Holders of its intention to do so and of the Holders' ’ rights under this Section 11.1(a)2.2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder made within 15 twenty (20) days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), Genesis the Issuer will use its commercially reasonable best efforts to effect include in the registration under the Securities Act of Registration Statement relating to such Piggyback Registration all Registrable Securities which Genesis the Issuer has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, if at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis the Issuer shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Issuer may, at its election, give written notice of such determination to each Holder and thereupon the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of the Holders entitled to do so to request that such registration be effected as a Demand Registration under Section 2.1(a), and (ii) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. Each Notwithstanding any limitation contained in Section 1, if the Company at any time Genesis proposes after the Effective Time to register securities under the Securities Act (other than effect a registration on Form S-4 or S-8Piggyback Registration, or any successor or other forms promulgated for similar purposesincluding in accordance with Section 1(e), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice (a "Notice of Piggyback Registration"), at least twenty (20) days prior to all Holders the anticipated filing date, to the Agent of its intention to do so and of the Holders' rights Restricted Group's right under this Section 11.1(a)2, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Holder the Agent made within 15 twenty (20) days after the receipt of any such notice a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such Holderof), Genesis the Company will use its best efforts to effect include in the registration under statement relating to such Piggyback Registration, for offer and sale in accordance with the Securities Act intended method of disposition described in the Notice of Piggyback Registration, all Registrable Securities which Genesis the Company has been so requested to register by register. Notwithstanding the Holders thereof; providedforegoing, that (i) if, at any time after giving written notice a Notice of its intention to register any securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon the Agent and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)) without prejudice, however, to the right of the Agent on behalf of the Restricted Group to request that such registration be effected as a Requested Registration under Section 1, and (ii) if such registration involves an underwritten offering by Genesis (underwrittenin the case of a determination to delay registering, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting shall be permitted to have delay registering any Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on for the same terms and conditions period as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate the delay in combined primary and secondary offerings and registering such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed No registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) 2 shall relieve the Company of its obligations to effect a Requested Registration under Section 1. There shall not be any limitation on the number of Effective Registrations constituting Piggyback Registrations in connection with such registration which any Registrable Securities may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationbe included.

Right to Include Registrable Securities. Each If at any time Genesis Guild proposes to register (including for this purpose a registration effected by Guild for security holders of Guild other than any Holder) securities that may include any shares of Class A Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than (i) pursuant to a registration statement on which it is permissible Form X-0, Xxxx X-0 or any successor or similar forms, (ii) in connection with any dividend reinvestment or similar plan or (iii) for the sole purpose of offering securities to register another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), in a manner that would permit registration of Registrable Securities for sale resale to the public under the Securities ActAct (a “Public Offering”), it Guild will at each such time promptly (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement) give prompt written notice to all the Holders of Registrable Securities of (a) its intention to do so so, (b) the form of registration statement of the Commission that has been selected by Guild and (c) the Holders' rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon the written request of Guild will include in any Holder made Public Offering all Registrable Securities that Guild is requested in writing, within 15 fifteen (15) days after the receipt of any such notice (which request shall specify date the Registrable Securities intended to be disposed of Article III Notice is delivered by such Holder)Guild, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Genesis Guild shall determine for any reason not to proceed with the proposed registrationabandon such Public Offering, Genesis may, at its election, Guild may give written notice of such determination to each Holder all Holders who so requested registration, and thereupon thereafter Guild shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but not from its obligation without prejudice to pay the Registration Expenses in connection therewithother rights of Holders under this Article III), and (ii) if Guild shall be permitted to delay such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on Public Offering for the same terms period and conditions under the same circumstances as apply set forth in Section 2.3. No Piggy-back Registration effected by Guild under this Article III shall relieve Guild of its obligations to Genesiseffect Demand Registrations under Article II, with such differencesexcept as otherwise set forth in Section 2.2. Guild’s filing of a Shelf Registration shall not be deemed to be a Public Offering; provided, including however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to indemnification and contributionan offering of Class A Common Stock for its own account or for the account of any other Persons will be a Public Offering unless such offering qualifies for an exemption from the Public Offering definition in this Section 3.1; provided, further, that if Guild files a Shelf Registration for its own account or for the account of any other Persons, Guild agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be customary or appropriate required by Rule 430B under the Securities Act in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of order to ensure that the fact that Genesis and such Holders may be selling different securities. If added to such Shelf Registration at a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making later time through the filing of a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the Prospectus supplement rather than a post-effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationamendment.

Right to Include Registrable Securities. Each time Genesis If, following the expiration of the Lock-Up Period, the Company proposes to register securities file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible, exchangeable, or exercisable for Common Stock, whether or not for sale for its own account (other than pursuant to (i) a registration statement filed by the Company on Form S-4 or S-8, or any successor or other forms promulgated for similar purposespurposes or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own accountincluding, without limitation, a Registration Statement in connection with a Demand Registration pursuant to Section 3(a) or a registration statement on which it is permissible Shelf Registration Statement pursuant to register Registrable Securities for sale to Section 3(e), then the public under the Securities ActCompany will, it will at each such time, give prompt written notice to all Holders of its intention to do so make such filing, and the of such Holders' ’ rights under this Section 11.1(a2 (the “Piggyback Registration Notice”), which notice shall be given to Holders, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date of the registration statement. Upon The Piggyback Registration Notice shall offer such Holders the written request opportunity to include (or cause to be included) in such registration statement (each, a “Piggyback Registration Statement”) the number of any Holder made within 15 days after the receipt shares of any such notice (which request shall specify the Registrable Securities intended as each such Holder may request. Subject to be disposed of by such HolderSection 2(b), Genesis will use its best efforts to effect the registration under the Securities Act of Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which Genesis the Company has been so requested received a written request from the Holder thereof for inclusion of such Registrable Securities in the Piggyback Registration Statement (each, a “Piggyback Request”) promptly following delivery of the Piggyback Notice but in any event no later than two (2) Business Days prior to register by the Holders thereoffiling date of a Piggyback Registration Statement; provided, provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Piggyback Registration Statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with the proposed registrationregistration of the securities to be sold by it, Genesis the Company may, at its election, give written notice of such determination to each Holder and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such proposed registration (but not from its obligation to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith), without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 3, and without prejudice to the obligations of the Company under Section 3(e), and (ii) if such registration under this Section 2(a) involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis)offering, all Holders requesting to have Registrable Securities be included in Genesis' the Company’s registration pursuant to such Piggyback Registration Statement and to participate in the underwritten offering must sell their Registrable Securities to such the underwriters who shall have been selected by Genesis the Company on the same terms and conditions as apply to Genesisthe Company, with such differences, including any with respect to indemnification and contributionliability, as may be are customary or appropriate in combined primary and secondary offerings by the Company and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securitiesparticipating Holders. If a proposed registration pursuant to this Section 11.1(a2(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) requesting to be included in connection with such registration pursuant to a Piggyback Request may elect in writing, writing at least two (2) Business Days prior to the effective date of the registration statement filed Piggyback Registration Statement or, in the case of a takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such Holder’s Registrable Securities in connection with such registration. Except as otherwise provided in Section 3(e) with respect to a Shelf Registration Statement, the Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement for a registration pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration Statement. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such request and not registration by written notice to have the Company (x) at any time prior to two (2) Business Days prior to the effectiveness of the Piggyback Registration Statement, or (y) if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 Trading Days preceding the date on which the notice of such securities registered in connection with such registrationoffering was given pursuant to this Section 2(a).

Right to Include Registrable Securities. Each time Genesis Whenever the Company proposes to register securities under the Securities Act (other than a registration on Form S-4 or S-8, or public offering and sale of any successor or other forms promulgated for similar purposes), whether or not for sale shares of Common Stock for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public account under the Securities Act, it will other than an Exempt Offering, the Company shall give prompt written notice thereof to all Holders each Holder as soon as practicable (but in any event at least 15 days prior to its initial filing with the Commission of its intention the registration statement for that offering), offering such Holder the opportunity to do so and register on such registration statement such number of Registrable Securities as such Holder may request in writing (a "Request Notice"), subject to the Holders' rights under this provisions of Section 11.1(a3(b), not later than 10 days after the date of the giving of such notice (any such registration being a "Piggyback Registration"). Upon receipt by the written request of any Holder made within 15 days after the receipt Company of any such notice (which request request, the Company shall specify the use reasonable efforts to include such Registrable Securities intended in such registration statement and to cause such registration statement to become effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 6. If the Company's registration is to be disposed of by such Holder)effected pursuant to an underwritten offering, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested registered pursuant to register by the Holders thereofthis Section 3 shall be distributed in accordance with such offering; providedPROVIDED, that HOWEVER, that: (i) ifthe Company may reserve to itself the right to be the exclusive grantor of any underwriter's overallotment option; and (ii) the shares of Registrable Securities any Requesting Holder will be entitled to offer and sell will be subject to reduction as Section 3(b) provides. In connection with each Piggyback Registration, the Company, in its sole discretion, will determine whether to proceed with or terminate the offering and to select any underwriter or underwriters to administer the offering. Each Holder requesting inclusion in a registration pursuant to this Section 3 may, at any time after giving written notice of its intention to register any securities and prior to before the effective date of the registration statement filed in connection with relating to such registration, Genesis shall determine for any reason not to proceed with the proposed registration, Genesis may, at its election, give revoke such request by delivering written notice of such determination revocation to each Holder and thereupon the Company (which notice shall be relieved effective only upon receipt by the Company); PROVIDED, HOWEVER, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or require a recirculation of its obligation the prospectus subject to register any Registrable Securities completion contained in connection with the registration statement, then such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who Holder shall have been selected by Genesis on the same terms and conditions as apply no right to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationso revoke its request.

Right to Include Registrable Securities. Each If the Company at any time Genesis beginning on the second anniversary of the date of this Agreement proposes (other than pursuant to Section 3.1) to register securities the offering and sale of shares of Common Stock under the Securities Act (by registration on any form other than a registration on Form Forms S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes), thereto) whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will shall each such time give prompt written notice ("Piggyback Notice") to all Holders holders of Registrable Securities of its intention to do so and the Holdersof such holders' rights under this Section 11.1(a)3.2. Upon the written request of any Holder made such holder (a "Requesting Holder") received by the Company within 15 days after the receipt giving of any such notice Piggyback Notice (which request shall specify the Registrable Securities intended to be disposed of by such HolderRequesting Holder and the intended method of such disposition), Genesis will the Company shall use its best all reasonable efforts to effect the include in such registration under the Securities Act of ("Piggyback Registration") all Registrable Securities which Genesis has been that the Requesting Holders have so requested be included in such Piggyback Registration to register permit the disposition by the such Requesting Holders thereofof such Registrable Securities; provided, provided that (i) if such registration involves an underwritten public offering, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.2(a) and prior to the effective date of the registration statement filed in connection with such registration, Genesis the Company shall determine for any reason not to proceed with register such securities, the proposed registration, Genesis may, at its election, Company shall give written notice to all holders of such determination to each Holder and thereupon Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request effected under this Section 11.1(a) in connection with such registration may elect in writing, prior 3.2 shall relieve the Company of its obligations to the effective date of the registration statement filed in connection with such registration, to withdraw such effect registrations upon request and not to have such securities registered in connection with such registration.under

Right to Include Registrable Securities. Each If at any time Genesis after the Effective Date the Company proposes to register any of its equity securities under the Securities Act Act, whether or not for sale for its own account (other than a registration on Form S-4 or Form S-8, or any successor or other forms promulgated for similar purposesforms), whether or not for sale for its own account, pursuant to in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities ActAct (a “Piggyback Registration”), it will each such time promptly give prompt prior written notice to all Holders Holders: (i) of its intention to do so so, (ii) of the registration form of the SEC that has been selected by the Company and the Holders' (iii) of rights of Holders under this Section 11.1(a3 (the “Section 3 Notice”). Upon The Company will include in a Piggyback Registration all Registrable Securities with respect to which the Company has received a written request of any Holder made from the Holders for inclusion therein within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register Section 3 Notice is given by the Holders thereofCompany; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities a Section 3 Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, Genesis the Company shall determine for any reason not to proceed with that none of such equity securities shall be registered, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon all Holders who so requested to be included in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the abandoned Piggyback Registration Expenses in connection therewith), and (ii) if in case of a determination by the Company to delay registration of its equity securities, the Company shall be permitted to delay a Piggyback Registration for the same period as the delay in registering such registration involves an underwritten offering other equity securities by Genesis (underwrittenthe Company. No Piggyback Registration shall be deemed a Demand Registration for purposes of Section 2(B). Notwithstanding anything to the contrary in Section 2, at least in partprovided that the securities offered by the Company are successfully registered within 90 days from the date a Section 3 Notice is given by the Company, by Persons who are not Affiliates no Holder shall have the right to require the Company to effect a Demand Registration of Genesis), all Holders requesting to have any Registrable Securities included in Genesis' registration must sell their Registrable Securities pursuant to such underwriters who shall have been selected by Genesis on Section 2 until the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light earlier of (A) the completion of the fact that Genesis distribution of the securities offered and such Holders may be selling different securities. If a proposed registration registered pursuant to this a Section 11.1(a3 Notice and (B) involves such an underwritten public offering, any Holder making a request 90 days after the date each Registration Statement effected under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration3 is declared effective.

Right to Include Registrable Securities. Each If at any time Genesis following the Merger Effective Time, BGC Partners proposes to register securities (including for this purpose a registration effected by BGC Partners for security holders of BGC Partners other than any Holder) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to (i) Section 2.1, (ii) a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Registrable Securities issuable or issued upon exchange, conversion or sale of any Holdings Exchangeable Limited Partnership Interests held by any member of the Cantor Group), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities ActAct (a “Public Offering”), it BGC Partners will each such time promptly give prompt written notice to all the Holders (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by BGC Partners and the Holders' (iii) of rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon BGC Partners will include in the written request case of any Holder made a proposed Public Offering all Registrable Securities that BGC Partners is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)Article III Notice is given, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (ix) if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis BGC Partners shall determine for any reason not to proceed with the proposed registrationthat none of such Registrable Shares shall be registered, Genesis BGC Partners may, at its election, give written notice of such determination to each Holder and thereupon all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation abandoned registration, without prejudice, however, to pay the Registration Expenses in connection therewith)rights of Holders under Article II hereof, and (iiy) if in case of a determination by BGC Partners to delay registration of the Registrable Securities, BGC Partners shall be permitted to delay the registration of such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves Article III for the same period as the delay in registering such an underwritten public offeringother Registrable Securitas by BGC Partners, any Holder making a as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of BGC Partners. No registration effected under this Article III shall relieve BGC Partners of its obligations to effect registrations upon request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationArticle II.

Right to Include Registrable Securities. Each If at any time Genesis after the Effective Date the Company proposes to register any of its equity securities under the Securities Act Act, whether or not for sale for its own account (other than a registration on Form S-4 or Form S-8, or any successor or other forms promulgated for similar purposesforms), whether or not for sale for its own account, pursuant to in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities ActAct (a "Piggyback Registration"), it will each such time promptly give prompt prior written notice to all Holders Holders: (i) of its intention to do so so, (ii) of the registration form of the SEC that has been selected by the Company and the Holders' (iii) of rights of Holders under this Section 11.1(a3 (the "Section 3 Notice"). Upon The Company will include in a Piggyback Registration all Registrable Securities with respect to which the Company has received a written request of any Holder made from the Holders for inclusion therein within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register Section 3 Notice is given by the Holders thereofCompany; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities a Section 3 Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, Genesis the Company shall determine for any reason not to proceed with that none of such equity securities shall be registered, the proposed registration, Genesis Company may, at its election, give written notice of such determination to each Holder and thereupon all Holders who so requested to be included in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the abandoned Piggyback Registration Expenses in connection therewith), and (ii) if in case of a determination by the Company to delay registration of its equity securities, the Company shall be permitted to delay a Piggyback Registration for the same period as the delay in registering such registration involves an underwritten offering other equity securities by Genesis (underwrittenthe Company. No Piggyback Registration shall be deemed a Demand Registration for purposes of Section 2(B). Notwithstanding anything to the contrary in Section 2, at least in part, provided that the securities offered by Persons who the Company are successfully registered within 90 days from the date a Section 3 Notice is given by the Company and provided that a Holder did not Affiliates of Genesishave its allocation cut back pursuant to Section 3(B)(1), all Holders requesting no Holder shall have the right to have require the Company to effect a Demand Registration of any Registrable Securities included in Genesis' registration must sell their Registrable Securities pursuant to such underwriters who shall have been selected by Genesis on Section 2 until the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light earlier of (A) the completion of the fact that Genesis distribution of the securities offered and such Holders may be selling different securities. If a proposed registration registered pursuant to this a Section 11.1(a3 Notice and (B) involves such an underwritten public offering, any Holder making a request 90 days after the date each Registration Statement effected under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration3 is declared effective.

Right to Include Registrable Securities. Each If at any time Genesis following the Merger Effective Time, BGC Partners proposes to register securities (including for this purpose a registration effected by BGC Partners for security holders of BGC Partners other than any Holder) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)Act, whether or not for sale for its own account, account (other than pursuant to (i) Section 2.1, (ii) a registration statement on which it is permissible to register Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Registrable Securities issuable or issued upon exchange, conversion or sale of any Holdings Exchangeable Limited Partnership Interests held by any member of the Cantor Group), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities ActAct (a “Public Offering”), it BGC Partners will each such time promptly give prompt written notice to all the Holders (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by BGC Partners and the Holders' (iii) of rights of Holders under this Section 11.1(aArticle III (the “Article III Notice”). Upon BGC Partners will include in the written request case of any Holder made a proposed Public Offering all Registrable Securities that BGC Partners is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)Article III Notice is given, Genesis will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Genesis has been so requested to register by the Holders thereofthereof (each, a “Piggy-back Registration”); provided, however, that (ix) if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Genesis BGC Partners shall determine for any reason not to proceed with the proposed registrationthat none of such Registrable Shares shall be registered, Genesis BGC Partners may, at its election, give written notice of such determination to each Holder and thereupon all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation abandoned registration, without prejudice, however, to pay the Registration Expenses in connection therewith)rights of Holders under Article II hereof, and (iiy) if in case of a determination by BGC Partners to delay registration of the Registrable Securities, BGC Partners shall be permitted to delay the registration of such registration involves an underwritten offering by Genesis (underwritten, at least in part, by Persons who are not Affiliates of Genesis), all Holders requesting to have Registrable Securities included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same terms and conditions as apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and such other differences as may be customary or appropriate in light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves Article III for the same period as the delay in registering such an underwritten public offeringother Registrable Securities by BGC Partners, any Holder making a as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of BGC Partners. No registration effected under this Article III shall relieve BGC Partners of its obligations to effect registrations upon request under this Section 11.1(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registrationArticle II.