Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities at any time 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 or any successor form to such forms or in 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, the Company shall deliver prompt written notice to all Holders of Registrable Securities of its intention to undertake such registration and of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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 prior to the effective date of the registration statement relating to such registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time 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 its equity securities or Registrable Securities Newmark Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to (i) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms; or (ii) a registration statement for the Company shall deliver prompt written notice to all Holders sales of Registrable Securities issuable or issued upon exchange, conversion or sale of its intention to undertake such any Newmark Holdings Exchangeable Limited Partnership Interests held by any member of the Cantor Group), in a manner that would permit registration and of such Holders' rights to participate in such registration Registrable Securities for resale to the extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration public under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives (a request for registration from the Holders thereof by “Public Offering”), Newmark will each such time promptly give written notice to the Company Holders of (a) its intention to do so, (b) the form of registration statement of the SEC that has been selected by Newmark and (c) the rights of Holders under this Article III (the “Article III Notice”). Newmark will include in any Public Offering all Registrable Securities that Newmark is requested in writing, within 15 Business Days days after the date of the Company's notice to such Holders of its intended registration (which notice Article III Notice is delivered 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 the right to acquire or (ii) 10,000 shares)Newmark, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Holders 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 the securities (each, a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(A) if, at any time after giving the Article III Notice and prior to the effective date of the registration statement relating Registration Statement filed in connection therewith, Newmark shall determine to abandon such Public Offering, Newmark may give written notice of such determination to all Holders who so requested registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 and thereafter Newmark shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned Public Offering (without prejudice to the other rights of the Holders to requestunder this Article III), and (B) Newmark shall not be counted aspermitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 2.3. No Piggy-back Registration effected by Newmark under this Article III shall relieve Newmark of its obligations to effect Demand Registrations under Article II, the sole Demand Registration or Shelf Registration under except as otherwise set forth in Section 3 above2.2.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time 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 its equity securities or Registrable Securities Xxxx Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, the Company shall deliver prompt written notice to all Holders Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities of its intention to undertake such registration and of such Holders' rights to participate in such registration for resale to the extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration public under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives (a request for registration from the Holders thereof by “Public Offering”), Xxxx will at each such time promptly give written notice to the Company Holders of (a) its intention to do so, (b) the form of registration statement of the SEC that has been selected by Xxxx and (c) the rights of Holders under this Article III (the “Article III Notice”). Xxxx will include in any Public Offering all Registrable Securities that Xxxx is requested in writing, within 15 Business Days fifteen (15) days after the date of the Company's notice to such Holders of its intended registration (which notice Article III Notice is delivered 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 the right to acquire or (ii) 10,000 shares)Xxxx, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Holders 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 the securities (each, a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(i) if, at any time after giving the Article III Notice and prior to the effective date of the registration statement relating Registration Statement filed in connection therewith, Xxxx shall determine to abandon such Public Offering, Xxxx may give written notice of such determination to all Holders who so requested registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 and thereafter Xxxx shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned Public Offering (without prejudice to the other rights of the Holders to requestunder this Article III), and (ii) Xxxx shall not be counted aspermitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 2.3. No Piggy-back Registration effected by Xxxx under this Article III shall relieve Xxxx of its obligations to effect Demand Registrations under Article II, the sole Demand Registration or Shelf Registration under except as otherwise set forth in Section 3 above2.2.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time SpinCo proposes to register shares (including for this purpose a registration effected by SpinCo for security holders of its equity SpinCo other than any Holder) securities that may include any Initial Common Shares and to file a Registration Statement or Registrable Securities Canadian Prospectus with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)and applicable Canadian Securities Laws, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the Company shall deliver prompt written notice to all Holders offer and sale of Registrable Securities of its intention to undertake such registration and of such Holders' rights to participate in such registration for resale to the extent of their holdings of Piggyback Registrable Securities public under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration (a) an effective Registration Statement under the Securities Act Act, (b) a Canadian Prospectus or (c) a combination of all Piggyback Registrable Securities with respect to which the Company receives (a) and (b) (a request for registration from the Holders thereof by “Public Offering”), SpinCo will at each such time promptly give 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 its intention to do so, (ii) the form of registration statement of the SEC and Canadian Prospectus, as applicable, that has been selected by SpinCo and (iii) the rights of Holders under this Article III (the “Article III Notice”). SpinCo will include in any Public Offering all Piggyback Registrable Securities that such Holder either owns or has SpinCo is requested in writing, within seven (7) days after the right to acquire or (ii) 10,000 shares)date the Article III Notice is delivered by SpinCo, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Holders 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 the securities (each, a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(A) if, at any time after giving the Article III Notice and prior to the effective date of the registration statement relating Registration Statement or the filing of a Canadian Prospectus filed in connection therewith, SpinCo shall determine to abandon such Public Offering, SpinCo may give written notice of such determination to all Holders who so requested registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 and thereafter SpinCo shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such abandoned Public Offering (without prejudice to the other rights of the Holders to requestunder this Article III), and (B) SpinCo shall not be counted aspermitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 2.3. No Piggy-back Registration effected by SpinCo under this Article III shall relieve SpinCo of its obligations to effect Demand Registrations under Article II, the sole Demand Registration or Shelf Registration under except as otherwise set forth in Section 3 above2.2.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time Solta proposes to register shares (including for this purpose a registration effected by Solta for security holders of its equity Solta other than any Holder) securities or Registrable Securities that may include any Solta Common Shares and to file a Registration Statement under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the Company shall deliver prompt written notice to all Holders offer and sale of Registrable Securities of its intention to undertake such registration and of such Holders' rights to participate in such registration for resale to the extent of their holdings of Piggyback Registrable Securities public under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration an effective Registration Statement under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives (a request for registration from the Holders thereof by “Public Offering”), Solta will at each such time promptly give written notice to the Company Holders of (a) its intention to do so, (b) the form of registration statement of the SEC that has been selected by Solta and (c) the rights of Holders under this Article III (the “Article III Notice”). Solta will include in any Public Offering all Registrable Securities that Solta is requested in writing, within 15 Business Days seven (7) days after the date of the Company's notice to such Holders of its intended registration (which notice Article III Notice is delivered 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 the right to acquire or (ii) 10,000 shares)Solta, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Holders 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 the securities (each, a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(i) if, at any time after giving the Article III Notice and prior to the effective date of the registration statement relating Registration Statement, Solta shall determine to abandon such Public Offering, Solta may give written notice of such determination to all Holders who so requested registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 and thereafter Solta shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such abandoned Public Offering (without prejudice to the other rights of the Holders to requestunder this Article III), and (ii) Solta shall not be counted aspermitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 2.3. No Piggy-back Registration effected by Solta under this Article III shall relieve Solta of its obligations to effect Demand Registrations under Article II, the sole Demand Registration or Shelf Registration under except as otherwise set forth in Section 3 above2.2.

Right to Include Registrable Securities. Subject to Section 4.32.1(e) below, if the Company or any other issuer of Registrable Securities at any time following the consummation of the W. P. Xxxxx Conversion, but on or from time to time before the third anniversary of the consummation of the W. P. Xxxxx Conversion, proposes to register shares of its equity securities or Registrable Securities file a registration statement under the Securities Act (other than in (a) filing a registration Registration Statement on Form S-4 or S-8 or any successor or similar form to such forms that may be adopted by the Commission, or in connection with an exchange offer or an offering (b) effectuating a “take-down” of securities solely to from its existing shelf registration statement on Form S-3 filed with the existing stockholders Commission on June 10, 2011) registering shares of Company Common Stock, or employees other securities convertible into or exchangeable for shares of the Company)Company Common Stock, whether or not for sale for its own account, the account of the Company shall deliver prompt (a “Piggyback Registration”), it will give written notice (a “Notice of Piggyback Registration”) at least fifteen (15) Business Days prior to all Holders of Registrable Securities the anticipated filing date, to the Stockholders of its intention to undertake such registration do so, and of such Holders' the Stockholders’ rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided2.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. The Upon the written request of any Stockholder made within fifteen (15) Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder), the Company shall 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 Piggyback Registrable Securities with respect to which the Company receives has been so requested to register by such Stockholder. Notwithstanding the foregoing, assuming a request for registration from the Holders thereof by written Stockholder has given 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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 desire 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 maysuch registration, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke the Company shall determine for any reason not to register or to delay registration of such request by delivering securities, the Company may, at its election, give written notice of such determination to such Stockholder and, thereupon, (a) in the Company revoking case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such requested inclusionregistration, and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities to be sold for the account of the Company. All requests for Piggyback Registration No registration effected under this Section 4 2.1(b) shall be without prejudice relieve the Company of its obligations to the rights of the Holders to request, and shall not be counted as, the sole effect a Demand Registration or Shelf Registration under Section 3 above2.1(a).

Right to Include Registrable Securities. Subject to Section 4.3, if (1) If the Company or any other issuer of Registrable Securities at any time or from time to time thereafter proposes to register shares any of its equity securities or Registrable Securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms forms) whether or in connection with an exchange offer or an offering not pursuant to registration rights granted to other holders of its securities solely to the existing stockholders or employees of the Company), and whether or not for sale for its own account, the 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 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 distribution arrangements) and of such Holders' rights Investors’ right to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 4 2(b) as hereinafter provided. The Subject to the other provisions of this paragraph (a) and Section 2(b)(ii), upon the written request of any Investor made within ten (10) Trading Days after the receipt of such written notice (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof), the Company shall use its reasonable best efforts to effect the registration under the Securities 1933 Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from the Holders thereof requested 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 Investors to be registered, which amount for each Holder must equal or exceed the lesser of so registered (i) half of all an “Piggyback Registrable Securities that such Holder either owns or has the right to acquire or (ii) 10,000 sharesRegistration”), to the extent necessary requisite to permit their the disposition (in accordance with the Company's intended methods thereof as aforesaid) of all such Piggyback the Registrable Securities so to be registered, by including inclusion of such Piggyback Registrable Securities in the registration statement pursuant to Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the securities (registration procedures set forth in Section 3. If a "Piggyback Registration"); provided, however, that if such registration Registration involves an underwritten offeringUnderwritten 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 immediately upon notification to the Company and any other Persons selling securitiesfrom the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. Holders desiring to participate The Investors requesting inclusion 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 prior to the effective date Effective Date of the registration statement relating to such registrationPiggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time after expiration of the Lock-Up Period the Issuer or from time to time PubliCo proposes to register shares any of its equity securities Securities or Registrable Securities PubliCo Shares under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form S-4 or Form S-8, any successor or similar forms or a registration statement for the Company shall deliver prompt 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 written notice to all Holders of Registrable Securities Holders: (i) of its intention to undertake such do 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 (iii) of such Holders' rights to participate of Holders under this Article III (the “Article III Notice”). The Issuer or PubliCo, as the case may be, will include in such the proposed registration to the extent of their holdings of Piggyback all Registrable Securities under this Section 4 that the Issuer or PubliCo, as hereinafter provided. The Company shall use its reasonable best efforts the case may be, is requested in writing, within 15 days after the Article III Notice is given, to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from register by 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 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 the securities (a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(i) if, at any time after giving written notice of its intention to register any Securities or PubliCo Shares and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke the Issuer or PubliCo, as the case may be, shall determine that none of such request by delivering Securities or PubliCo Shares shall be registered, the Issuer or PubliCo, as the case may be, may, at its election, give written notice of such determination to the Company revoking such all Holders who so requested inclusion. All requests for Piggyback Registration under this Section 4 registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice prejudice, however, to the rights of Holders under Article II hereof and (ii) in case of a determination by the Holders Issuer or PubliCo, as the case may be, to request, and shall not be counted asdelay 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 Registrable Securities pursuant to this 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 Demand 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 offering, the Issuer or Shelf Registration under Section 3 abovePubliCo, as the case may be, will be entitled to select all of the underwriters.

Right to Include Registrable Securities. Subject to Section 4.3If, if following the expiration of the Lock-Up Period, the Company or any other issuer of Registrable Securities at any time or from time to time proposes to register shares of its equity securities or Registrable Securities file a registration statement under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form with respect to such forms or in connection with an exchange offer or an offering of Common Stock or securities solely to the existing stockholders convertible, exchangeable, or employees of the Company)exercisable for Common Stock, whether or not for sale for its own account, account (other than pursuant to (i) a registration statement filed by the Company shall deliver on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), including, without limitation, a Registration Statement in connection with a Demand Registration pursuant to Section 3(a) or a Shelf Registration Statement pursuant to Section 3(e), then the Company will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to undertake make such registration filing, and of such Holders' ’ rights under this Section 2 (the “Piggyback Registration Notice”), which notice shall be given to participate Holders, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date of the registration statement. The Piggyback Registration Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration to statement (each, a “Piggyback Registration Statement”) the extent number of their holdings shares of Piggyback Registrable Securities under this as 41453855_8 each such Holder may request. Subject to Section 4 as hereinafter provided. The 2(b), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of include in each Piggyback Registration Statement all Piggyback Registrable Securities with respect to which the Company receives has received a written request for registration from the Holders Holder 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 for inclusion 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 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 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 the filing date of a Piggyback Registration Statement; 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 Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration statement of the securities to be sold by it, the Company 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 proposed registration (but not from its obligation to pay the registration expenses pursuant to which 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 proposes to register the securities under Section 3(e), and (a "Piggyback Registration"); provided, however, that ii) if such registration under this Section 2(a) involves an underwritten offering, all Holders requesting inclusion to be included in the Company’s registration shall be required pursuant to sell such Piggyback Registration Statement and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and any other Persons selling securitiesthe participating Holders. 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 If a registration pursuant to this Section 4 may2(a) involves an underwritten public offering, any Holder requesting to be included in such registration pursuant to a Piggyback Request may elect in writing at any time least two (2) Business Days prior to the effective date of the registration statement relating 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, revoke 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 request 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 registration by delivering written notice to the Company revoking such requested inclusion. All requests for (x) at any time prior to two (2) Business Days prior to the effectiveness of the Piggyback Registration under 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 offering was given pursuant to this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above2(a).

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities at any time 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 or any successor form to such forms or in 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, the Company shall deliver prompt written notice to all Holders of Registrable Securities of its intention to undertake such registration and of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which 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 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 Whenever the Company proposes to register the securities public offering and sale of any shares of Common Stock for its own account under the Securities Act, other than an Exempt Offering, the Company shall give written notice thereof to each Holder as soon as practicable (but in any event at least 15 days prior to its initial filing with the Commission of the registration statement for that offering), offering such Holder the opportunity to register on such registration statement such number of Registrable Securities as such Holder may request in writing (a "Request Notice"), subject to the provisions of Section 3(b), not later than 10 days after the date of the giving of such notice (any such registration being a "Piggyback Registration"); provided. Upon receipt by the Company of any such request, however, that if the Company shall use reasonable efforts to include such Registrable Securities in such registration involves 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 effected pursuant to an underwritten offering, all Holders requesting inclusion in the registration Registrable Securities registered pursuant to this Section 3 shall be required distributed in accordance with such offering; PROVIDED, HOWEVER, that: (i) the Company may reserve to sell such Piggyback 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 the underwriters selected by the Company at the same price offer and on the same terms of underwriting applicable sell will be subject to the Company and any other Persons selling securitiesreduction as Section 3(b) provides. Holders desiring to participate in a In connection with each Piggyback Registration shall be bound by Registration, the Company's intended method of disposition of shares thereunder, 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. The Holders Each Holder requesting inclusion in a registration pursuant to this Section 4 3 may, at any time prior to before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 (which notice shall be without prejudice to effective only upon receipt by the rights 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 the Holders prospectus subject to completion contained in the registration statement, then such Holder shall have no right to so revoke its request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time following the Merger Effective Time, BGC Partners proposes to register shares (including for this purpose a registration effected by BGC Partners for security holders of its equity securities or BGC Partners other than any Holder) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the Company shall deliver prompt 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 Act (a “Public Offering”), BGC Partners will each such time promptly give written notice to all the Holders of Registrable Securities (i) of its intention to undertake such do so, (ii) of the form of registration statement of the SEC that has been selected by BGC Partners and (iii) of such Holders' rights to participate of Holders under this Article III (the “Article III Notice”). BGC Partners will include in such registration to the extent case of their holdings of Piggyback a proposed Public Offering all Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts that BGC Partners is requested in writing, within 15 days after the Article III Notice is given, to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from register by 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 registeredeach, 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 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 the securities (a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(x) if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke BGC Partners shall determine that none of such request by delivering Registrable Shares shall be registered, BGC Partners may, at its election, give written notice of such determination to the Company revoking such all Holders who so requested inclusion. All requests for Piggyback Registration under this Section 4 registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice prejudice, however, to the rights of the Holders to requestunder Article II hereof, and (y) in case of a determination by BGC Partners to delay registration of the Registrable Securities, BGC Partners shall not be counted aspermitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Registrable Securities by BGC Partners, as the case may be or may abandon the registration of Registrable Securities, in the sole Demand Registration or Shelf Registration discretion of BGC Partners. No registration effected under Section 3 abovethis Article III shall relieve BGC Partners of its obligations to effect registrations upon request under Article II.

Right to Include Registrable Securities. Subject to Section 4.3If, if following the expiration of the Lock-Up Period, the Company or any other issuer of Registrable Securities at any time or from time to time proposes to register shares of its equity securities or Registrable Securities file a registration statement under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form with respect to such forms or in connection with an exchange offer or an offering of Common Stock or securities solely to the existing stockholders convertible, exchangeable, or employees of the Company)exercisable for Common Stock, whether or not for sale for its own account, account (other than pursuant to (i) a registration statement filed by the Company shall deliver on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), including, without limitation, a Registration Statement in connection with a Demand Registration pursuant to Section 3(a) or a Shelf Registration Statement pursuant to Section 3(e), then the Company will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to undertake make such registration filing, and of such Holders' ’ rights under this Section 2 (the “Piggyback Registration Notice”), which notice shall be given to participate Holders, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing date of the registration statement. The Piggyback Registration Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration to statement (each, a “Piggyback Registration Statement”) the extent number of their holdings shares of Piggyback Registrable Securities under this as each such Holder may request. Subject to Section 4 as hereinafter provided. The 2(b), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of include in each Piggyback Registration Statement all Piggyback Registrable Securities with respect to which the Company receives has received a written request for registration from the Holders Holder 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 for inclusion 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 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 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 the filing date of a Piggyback Registration Statement; 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 Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration statement of the securities to be sold by it, the Company 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 proposed registration (but not from its obligation to pay the registration expenses pursuant to which 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 proposes to register the securities under Section 3(e), and (a "Piggyback Registration"); provided, however, that ii) if such registration under this Section 2(a) involves an underwritten offering, all Holders requesting inclusion to be included in the Company’s registration shall be required pursuant to sell such Piggyback Registration Statement and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and any other Persons selling securitiesthe participating Holders. 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 If a registration pursuant to this Section 4 may2(a) involves an underwritten public offering, any Holder requesting to be included in such registration pursuant to a Piggyback Request may elect in writing at any time least two (2) Business Days prior to the effective date of the registration statement relating 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, revoke 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 request 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 registration by delivering written notice to the Company revoking such requested inclusion. All requests for (x) at any time prior to two (2) Business Days prior to the effectiveness of the Piggyback Registration under 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 offering was given pursuant to this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above2(a).

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time the Issuer proposes to register shares (including for this purpose a registration effected by the Issuer for security holders of its equity securities or the Issuer other than Purchaser(s)) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), the Company shall deliver prompt Issuer will each such time promptly give written notice to all Holders of Registrable Securities the Purchaser(s) (i) of its intention to undertake such do so, (ii) of the form of registration statement of the SEC that has been selected by the Issuer and (iii) of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities Purchaser(s) under this Section 4 as hereinafter providedparagraph (the “paragraph 3 Notice”). The Company shall use its reasonable best efforts to effect Issuer will include in the registration under the Securities Act case of a proposed Public Offering all Piggyback Registrable Securities with respect to which 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 the right to acquire or (ii) 10,000 shares)Issuer is requested in writing, within 15 days after the paragraph 3 Notice is given, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Purchaser(s) 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 the securities (a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(x) if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke the Issuer shall determine that none of such request by delivering Registrable Securities shall be registered, the Issuer may, at its election, give written notice of such determination to the Company revoking such Purchaser(s) if Purchaser(s) shall have requested inclusion. All requests for Piggyback Registration under this Section 4 registration and, thereupon, shall be without prejudice relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by the rights Issuer to delay registration of Registrable Securities, the Issuer shall be permitted to delay the registration of such Registrable Securities pursuant to this paragraph for the same period as the delay in registering such other Registrable Securities by the Issuer, as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveIssuer.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time proposes during the Demand Registration Period Oneixx xxxposes to register shares any of its equity securities or Registrable Securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the Company shall deliver prompt public under the Securities Act, it will each such time promptly give written notice to all Holders Persons who hold of record any Registrable Securities of its intention to undertake such do so, of the registration and form of such Holders' the SEC that has been selected by Oneixx xxx of rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities Holders under this Section 4 as hereinafter provided6 (the "Section 6 Notice"). The Company shall Oneixx xxxl use its reasonable best efforts to effect include in the proposed registration under the Securities Act of all Piggyback Registrable Securities with respect to which 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 Oneixx xx requested in writing, within 15 days after the right to acquire or (ii) 10,000 shares)Section 6 Notice is given, to register by 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 the securities (a "Piggyback Registration")Holders thereof; provided, however, that if 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(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 relating to filed in connection with such registration, revoke Oneixx xxxll determine for any reason not to register such request by delivering equity securities, Oneixx xxx, at its election, give written notice of such determination to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 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 abandoned registration, without prejudice prejudice, however, to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 abovehereof and (ii) in case of a determination by Oneixx xx delay registration of its equity securities, Oneixx xxxll be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. No registration effected under this Section 6 shall relieve Oneixx xx its obligations to effect registrations upon request under Section 3 and, notwithstanding anything to the 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 described in the first sentence of this paragraph (a) is declared effective.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time after the Effective Date the Company proposes to register shares any of its equity securities or Registrable Securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the Company shall deliver prompt public under the Securities Act (a "Piggyback Registration"), it will each such time promptly give prior written notice to all Holders of Registrable Securities Holders: (i) of its intention to undertake such do so, (ii) of the registration form of the SEC that has been selected by the Company and (iii) of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities Holders under this Section 4 as hereinafter provided3 (the "Section 3 Notice"). The Company shall use its reasonable best efforts to effect the registration under the Securities Act of will include in a Piggyback Registration all Piggyback Registrable Securities with respect to which the Company receives has received a written request for registration from the Holders thereof by written notice to the Company for inclusion therein within 15 Business Days 30 days after the date of Section 3 Notice is given by 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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(i) if, at any time after giving a Section 3 Notice and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registrationPiggyback Registration, revoke the Company shall determine for any reason that none of such request by delivering equity securities shall be registered, the Company may, at its election, give written notice of such determination to 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 abandoned Piggyback Registration and (ii) 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 other equity securities by the Company. No Piggyback Registration shall be deemed a Demand Registration for purposes of Section 2(B). Notwithstanding anything to the contrary in Section 2, provided that the securities offered by the Company revoking such requested inclusion. All requests for Piggyback 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 have its allocation cut back pursuant to Section 3(B)(1), no Holder shall have the right to require the Company to effect a Demand Registration of any Registrable Securities pursuant to Section 2 until the earlier of (A) the completion of the distribution of the securities offered and registered pursuant to a Section 3 Notice and (B) 90 days after the date each Registration Statement effected under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveis declared effective.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time following the Merger Effective Time, BGC Partners proposes to register shares (including for this purpose a registration effected by BGC Partners for security holders of its equity securities or BGC Partners other than any Holder) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the Company shall deliver prompt 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 Act (a “Public Offering”), BGC Partners will each such time promptly give written notice to all the Holders of Registrable Securities (i) of its intention to undertake such do so, (ii) of the form of registration statement of the SEC that has been selected by BGC Partners and (iii) of such Holders' rights to participate of Holders under this Article III (the “Article III Notice”). BGC Partners will include in such registration to the extent case of their holdings of Piggyback a proposed Public Offering all Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts that BGC Partners is requested in writing, within 15 days after the Article III Notice is given, to effect the registration under the Securities Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from register by 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 registeredeach, 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 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 the securities (a "Piggyback “Piggy-back Registration"”); provided, however, that if 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(x) if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke BGC Partners shall determine that none of such request by delivering Registrable Shares shall be registered, BGC Partners may, at its election, give written notice of such determination to the Company revoking such all Holders who so requested inclusion. All requests for Piggyback Registration under this Section 4 registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice prejudice, however, to the rights of the Holders to requestunder Article II hereof, and (y) in case of a determination by BGC Partners to delay registration of the Registrable Securities, BGC Partners shall not be counted aspermitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Registrable Securitas by BGC Partners, as the case may be or may abandon the registration of Registrable Securities, in the sole Demand Registration or Shelf Registration discretion of BGC Partners. No registration effected under Section 3 abovethis Article III shall relieve BGC Partners of its obligations to effect registrations upon request under Article II.

Right to Include Registrable Securities. Subject to Section 4.3, if (1) If the Company or any other issuer of Registrable Securities at any time or from time to time proposes to register shares any of its equity securities or Registrable Securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms forms) whether or in connection with an exchange offer or an offering not pursuant to registration rights granted to other holders of its securities solely to the existing stockholders or employees of the Company), and whether or not for sale for its own account, the 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 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 distribution arrangements) and of such Holders' rights Investors’ right to participate in such registration to the extent of their holdings of Piggyback Registrable Securities under this Section 4 2(b) as hereinafter provided. The Subject to the other provisions of this Section 2(b)(i) and Section 2(b)(ii), upon the written request of any Investor made within ten (10) calendar days after the receipt of such written notice (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof), the Company shall use its reasonable best efforts to effect the registration under the Securities 1933 Act of all Piggyback Registrable Securities with respect to which the Company receives a request for registration from the Holders thereof requested 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 Investors to be registered, which amount for each Holder must equal or exceed the lesser of so registered (i) half of all a “Piggyback Registrable Securities that such Holder either owns or has the right to acquire or (ii) 10,000 sharesRegistration”), to the extent necessary requisite to permit their the disposition (in accordance with the Company's intended methods thereof as aforesaid) of all such Piggyback the Registrable Securities so to be registered, by including inclusion of such Piggyback Registrable Securities in the registration statement pursuant to Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the securities (registration procedures set forth in Section 3. If a "Piggyback Registration"); provided, however, that if such registration Registration involves an underwritten offeringUnderwritten 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 immediately upon notification to the Company and any other Persons selling securitiesfrom the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. Holders desiring to participate The Investors requesting inclusion 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 prior to the effective date Effective Date of the registration statement relating to such registrationPiggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 above.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time 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 its equity securities or Registrable Securities Class A Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than (i) pursuant to a registration statement on 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 Company shall deliver prompt sole purpose of offering securities to 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 resale to the public under the Securities Act (a “Public Offering”), 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 written notice to all the Holders of Registrable Securities of (a) its intention to undertake do so, (b) the form of registration statement of the Commission that has been selected by Guild and (c) the rights of Holders under this Article III (the “Article III Notice”). Guild will include in any Public Offering all Registrable Securities that Guild is requested in writing, within fifteen (15) days after the date the Article III Notice is delivered by Guild, to register by the Holders thereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving the Article III Notice and prior to the effective date of the Registration Statement filed in connection therewith, Guild shall determine for any reason to abandon such registration and Public Offering, Guild may give written notice of such Holders' rights determination to participate all Holders who so requested registration, and thereafter Guild shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (without prejudice to the extent other rights of their holdings of Piggyback Registrable Securities Holders under this Article III), and (ii) Guild shall be permitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 4 2.3. No Piggy-back Registration effected by Guild under this Article III shall relieve Guild of its obligations to effect Demand Registrations under Article II, except as hereinafter otherwise set forth in Section 2.2. Guild’s filing of a Shelf Registration shall not be deemed to be a Public Offering; provided. The Company , however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an 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 effect the registration include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act of all Piggyback Registrable Securities with respect in order to which the Company receives a request for registration from ensure that the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice may be added 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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 prior to the effective date of the registration statement relating to such registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveat a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time 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 its equity securities or Registrable Securities Class A Common Stock and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than (i) pursuant to a registration statement on 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 Company shall deliver prompt sole purpose of offering securities to 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 resale to the public under the Securities Act (a “Public Offering”), 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 written notice to all the Holders of Registrable Securities of (a) its intention to undertake do so, (b) the form of registration statement of the Commission that has been selected by Guild and (c) the rights of Holders under this Article III (the “Article III Notice”). Guild will include in any Public Offering all Registrable Securities that Guild is requested in writing, within fifteen (15) days after the date the Article III Notice is delivered by Guild, to register by the Holders thereof (each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving the Article III Notice and prior to the effective date of the Registration Statement filed in connection therewith, Guild shall determine for any reason to abandon such registration and Public Offering, Guild may give written notice of such Holders' rights determination to participate all Holders who so requested registration, and thereafter Guild shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (without prejudice to the extent other rights of their holdings of Piggyback Registrable Securities Holders under this Article III), and (ii) Guild shall be permitted to delay such Public Offering for the same period and under the same circumstances as set forth in Section 4 2.3. No Piggy-back Registration effected by Guild under this Article III shall relieve Guild of its obligations to effect Demand Registrations under Article II, except as hereinafter otherwise set forth in Section 2.2. Guild’s filing of a Shelf Registration shall not be deemed to be a Public Offering; provided. The Company , however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an 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 effect the registration include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act of all Piggyback Registrable Securities with respect in order to which the Company receives a request for registration from ensure that the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice may be added 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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 prior to the effective date of the registration statement relating to such registration, revoke such request by delivering written notice to the Company revoking such requested inclusion. All requests for Piggyback Registration under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveat a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time after the Effective Date the Company proposes to register shares any of its equity securities or Registrable Securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)Act, whether or not for sale for its own accountaccount (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the Company shall deliver prompt public under the Securities Act (a “Piggyback Registration”), it will each such time promptly give prior written notice to all Holders of Registrable Securities Holders: (i) of its intention to undertake such do so, (ii) of the registration form of the SEC that has been selected by the Company and (iii) of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities Holders under this Section 4 as hereinafter provided3 (the “Section 3 Notice”). The Company shall use its reasonable best efforts to effect the registration under the Securities Act of will include in a Piggyback Registration all Piggyback Registrable Securities with respect to which the Company receives has received a written request for registration from the Holders thereof by written notice to the Company for inclusion therein within 15 Business Days 30 days after the date of Section 3 Notice is given by 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 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 the securities (a "Piggyback Registration"); provided, however, that if 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(i) if, at any time after giving a Section 3 Notice and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registrationPiggyback Registration, revoke the Company shall determine for any reason that none of such request by delivering equity securities shall be registered, the Company may, at its election, give written notice of such determination to 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 abandoned Piggyback Registration and (ii) 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 other equity securities by the Company. No Piggyback Registration shall be deemed a Demand Registration for purposes of Section 2(B). Notwithstanding anything to the contrary in Section 2, provided that the securities offered by the Company revoking such requested inclusion. All requests for Piggyback are successfully registered within 90 days from the date a Section 3 Notice is given by the Company, no Holder shall have the right to require the Company to effect a Demand Registration of any Registrable Securities pursuant to Section 2 until the earlier of (A) the completion of the distribution of the securities offered and registered pursuant to a Section 3 Notice and (B) 90 days after the date each Registration Statement effected under this Section 4 shall be without prejudice to the rights of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveis declared effective.

Right to Include Registrable Securities. Subject to Section 4.3, if the Company or any other issuer of Registrable Securities If at any time or from time to time the Issuer proposes to register shares (including for this purpose a registration effected by the Issuer for security holders of its equity securities or the Issuer other than Purchaser(s)) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a "Public Offering"), the Company shall deliver prompt Issuer will each such time promptly give written notice to all Holders of Registrable Securities the Purchaser(s) (i) of its intention to undertake such do so, (ii) of the form of registration statement of the SEC that has been selected by the Issuer and (iii) of such Holders' rights to participate in such registration to the extent of their holdings of Piggyback Registrable Securities Purchaser(s) under this Section 4 as hereinafter providedparagraph (the "paragraph 3 Notice"). The Company shall use its reasonable best efforts to effect Issuer will include in the registration under the Securities Act case of a proposed Public Offering all Piggyback Registrable Securities with respect to which 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 the right to acquire or (ii) 10,000 shares)Issuer is requested in writing, within 15 days after the paragraph 3 Notice is given, to register by the extent necessary to permit their disposition in accordance with the Company's intended methods Purchaser(s) 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 the securities (a "Piggyback Piggy-back Registration"); provided, however, that if 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(x) if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the registration statement relating to Registration Statement filed in connection with such registration, revoke the Issuer shall determine that none of such request by delivering Registrable Securities shall be registered, the Issuer may, at its election, give written notice of such determination to the Company revoking such Purchaser(s) if Purchaser(s) shall have requested inclusion. All requests for Piggyback Registration under this Section 4 registration and, thereupon, shall be without prejudice relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by the rights Issuer to delay registration of Registrable Securities, the Issuer shall be permitted to delay the registration of such Registrable Securities pursuant to this paragraph for the same period as the delay in registering such other Registrable Securities by the Issuer, as the case may be or may abandon the registration of Registrable Securities, in the sole discretion of the Holders to request, and shall not be counted as, the sole Demand Registration or Shelf Registration under Section 3 aboveIssuer.