Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement Registration Statement, whether or not for its own account, under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account on any form (other than a registration statement (i) on Form S-4 or S-8 or any successor forms thereto, form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors to employees of the Company or its Affiliatespursuant to any employee benefit plan, respectively) or for the account registration of any holder shares of Class A Common Stock or Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of the same type as the Registrable Shares Class A Common Stock or Class D Common Stock (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggy-Back Registration”), then the Company it shall give written notice of such proposed filing to the all Holders at least 15 days before twenty (20) Business Days prior to the anticipated initial filing datewith the SEC of such piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company in the Piggy-Back Registration. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each such Holder may request request. Each Holder desiring to have Registrable Securities registered under this Section 4 (a) (a "Piggyback Registration")“Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days after the date of receipt of the aforementioned notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Subject to the limitations set forth in Section 3(b) hereof4(b), the Company shall thereupon include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given therein, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the HoldersSecurities Act. Each Holder The Participating Piggy-Back Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Capital Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than thirty (30) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of Act, and the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form proposed to be filed by used may be used to register the Company on behalf resale of such holderRegistrable Securities (each, a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders (in any event at least 15 days before ten (10) Business Days prior to the anticipated filing date. Such notice date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall offer the Holders the opportunity use its commercially reasonable efforts to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein within 10 days after notice has been given five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the Holders. Each underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be permitted required to withdraw all make any representation or warranty with respect to or on behalf of the Company or any portion other stockholder of the Registrable Shares Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder from underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Piggyback Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration; providedRegistration and, howeverthereupon, that if shall be relieved of its obligation to register any Registrable Securities in connection with such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnregistration.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable its Common Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 S-4 or Form S-8, or any successor forms theretoof either such form, or (ii) filed a registration relating solely in connection with a dividend reinvestment to the offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderarrangement), then whether or not following a request by an Initial Requesting Holder or Requesting Holder pursuant to a Demand Registration Notice (a “Piggyback Registration”), or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice of such proposed filing to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (of its intention to effect such Piggyback Takedown. In the case of a "Piggyback Registration")Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. Subject In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 3(b5(c)(ii) hereofand Section 5(c)(iii) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after notice has been given to sending the HoldersCompany’s notice. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time At least four Business Days prior to the effective date pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable Shares who requested to include securities in such Piggyback RegistrationTakedown, an expected range of prices, as determined by the managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares requesting to include their Registrable Shares in such Piggyback Takedown, and (B) any Holder of Registrable Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw such request; providedprovided that, however(1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, that if such withdrawal occurs after request must be delivered before the later to occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the Registration Statement with respect proposed offering and (y) two (2) Business Days prior to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion pricing of the registration expenses payable with respect proposed offering; and (2) the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to the include its Registrable Shares so withdrawnin that Piggyback Takedown. For the avoidance of doubt, in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Stock (including for cash an Initial Follow-On Public Offering), whether or not for sale for its own account (other than a registration statement Registration Statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing date. Such notice shall offer date (the Holders the opportunity “Piggyback Notice”) to register such amount of Registrable Shares as they may request each Investor (each, a "“Piggyback Registration"Holder”). Subject to Section 3(b4(b), (i) hereofthe Piggyback Notice shall offer each Piggyback Holder the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities constituting Conversion Stock as each such Piggyback Holder may request (a “Piggyback Registration”), (ii) each Piggyback Holder may elect to participate in such Registration Statement by written notice to the Company Corporation requesting the inclusion of any of such Holder’s shares of Registrable Securities constituting Conversion Stock in such Piggyback Registration within ten (10) days following such Holder’s receipt of the Piggyback Notice (the “Piggyback Response”), and (iii) the Corporation shall include in each such Piggyback Registration all Registrable Shares Securities constituting Conversion Stock with respect to which the Company Corporation has received written requests for inclusion therein within 10 days after notice has been given a timely Piggyback Response. The Corporation shall not be required to maintain the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration (including for an Initial Follow-On Public Offering) beyond the earlier to such Piggyback Registrationoccur of (A) 180 days after the effective date thereof, the withdrawing Holders shall reimburse the Company for the portion and (B) consummation of the registration expenses payable with respect to distribution by the requesting Piggyback Holder of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company at any time during following the Registration Period completion of the Company IPO proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock, whether on behalf of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account itself or holders of Other Securities or otherwise (other than a Shelf Registration Statement or Exchange Registration Statement pursuant to Section 3 or a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto relating to shares of Common Stock to be issued by the Company solely in connection with (i) any acquisition of another entity or business or (ii) filed solely in connection with a stock option or any other employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 20 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holdersapplicable holder. Each Holder holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 4(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration; provided. The Company shall not be required to maintain the effectiveness of a Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving such Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the Company shall determine for any reason not to register the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Stockholders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnright of a Stockholder immediately to request that such registration be effected as a registration under Section 2 or Section 4(c) to the extent permitted thereunder.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its New Common Stock (a “Piggyback Takedown”) pursuant to a registration statement under the Securities Act with respect to a public in any underwritten offering of securities of the same type as the Registrable Shares pursuant to New Common Stock (including an “at-the-market offering” or a firm commitment underwritten offering solely for cash “registered direct offering”) whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities holders of the same type as Company’s securities (other than the Registrable Shares Investors) (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Other Holders”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall send prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be sent not less than ten (10) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than ten (10) Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Sections 3(b) and (c) below, include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days seven (7) Business Days after sending the Company’s notice has been given and shall file any post effective amendment or prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If Following the twelve (12) month anniversary of the date hereof (and not at any time during the Registration Period point prior thereto), if the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely similar form which is then in effect or a Registration Statement in connection with a dividend reinvestment plan rights offering or employee benefit plan covering officers the primary purpose of which is to register debt securities or directors an offering on any form of the Company or its AffiliatesRegistration Statement that does not permit secondary sales) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Shareholders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to Spectrum. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4.4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to from Spectrum on or before the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement with respect Statement, as applicable. Notwithstanding anything to such Piggyback Registrationthe contrary contained herein, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable may determine not to proceed with respect any Piggyback Takedown upon written notice to the Registrable Shares so withdrawnSpectrum.

Right to Piggyback. If at any time during the Registration Period ------------------ the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 S- 8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). ---------------------- Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If the Company at any time during the Registration Period the Company proposes to file a registration statement register any shares of Common Stock under the Securities Act with respect to Act, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for a public offering of securities of under the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor forms form thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of an exchange offer, (iii) filed in connection with the Registration Rights Agreement, dated May 7, 2010, by and between the Company or its Affiliatesand JMP Securities LLC, as initial purchaser, (iv) or for filed in connection with the account Registration Rights Agreement dated as of any holder of securities of October 27, 2009, by and among Company and the same type persons listed on the Schedule A to such Registration Rights Agreement, as the Registrable Shares (amended by that certain Amendment No. 1 to the extent that Registration Rights Agreement dated November 4, 2007, or (v) filed in connection with the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then Kojaian Registration Rights Agreement) the Company shall give prompt written notice of such proposed filing to the all Holders at least 15 days ten (10) Business Days before the anticipated filing date. Such notice shall offer the such Holders the opportunity to register such amount of Registrable Shares Securities as they may shall request (a "“Piggyback Registration"”). Subject to Section 3(bSections 3(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days ten (10) Business Days after such notice has been given delivered to the Holders. Each Holder If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall, subject to the provisions of this Section 3, be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Selling Holders shall be permitted to withdraw all or any portion a part of the Registrable Shares of Securities held by such Holder from a Selling Holders which were to be included in such Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to registration. The Company may withdraw any registration statement for such Piggyback RegistrationRegistration at any time before it becomes effective, or postpone the withdrawing Holders offering of securities thereunder, without obligation or liability to any Selling Holder. No Holder shall reimburse have any right to obtain or seek an injunction restraining or otherwise delaying any such Piggyback Registration as the Company for the portion result of the registration expenses payable any controversy that might arise with respect to the Registrable Shares so withdrawninterpretation or implementation of this Agreement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any of its New Common Stock pursuant to a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account Demand Registration (other than including pursuant to Section 2(d)) or a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or forms) (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a registration statement that is not a Shelf Registration, such notice shall be given not less than 20 days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofand Section 3(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days (in the case of a Piggyback Takedown that is an offering under a Shelf Registration, within three Business Days) after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown; and (ii) any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion of Registrable Shares in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a that Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationTakedown; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown. No registration of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Registrable Securities under this Section 3 will relieve the Company for of its obligation to effect any registration request pursuant to Section 2 and the portion of the Company shall pay all Registration Expenses in connection with any registration expenses payable with respect to the Registrable Shares so withdrawnunder Section 3.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (including in response to a demand of a shareholder not party hereto, but excluding a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Section 1, relating solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoto employee benefit plans, or (ii) filed relating solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that sale of debt or convertible debt instruments) and the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to all Holders of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the date of the Company's notice (a "Piggyback Registration"). Any Holder that has been given made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing Underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to any Holder in connection with such delay, termination or withdrawal; provided, however, that if such withdrawal occurs after delay shall extend beyond 120 days from the filing of date the Registration Statement with respect Company received a request to include Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse then the Company for shall again give all Holders the portion opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2 shall be in addition to the registration expenses payable with respect rights granted pursuant to the Registrable Shares so withdrawnother provisions of Section 1 hereof.

Right to Piggyback. If at any time during the Registration Period (a) Whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities on behalf of the same type as the Registrable Shares Company or otherwise (including pursuant to a firm commitment underwritten offering solely for cash for its own account Section 4.1(a)) (other than a registration statement (i) on Form Forms S-4 or S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderforms), then the Company shall give written notice to all Holders (or holders of Preferred Shares if all such proposed filing to Shares have not yet been converted) (the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback RegistrationHolders"). Subject to Section 3(bIf any Piggyback Holders so request in writing within thirty (30) hereofdays after delivery of such notice by the Company, the Company shall include in each any such registration statement the Registrable Securities held by such Piggyback Registration Holder and requested to be included in such registration. Any such written request by the Piggyback Holders shall contain an undertaking on the part of each Piggyback Holder to provide all Registrable Shares such information and materials concerning such Piggyback Holder and the distribution proposed by such Piggyback Holder as the Company may reasonably request in order to comply with all applicable requirements in connection with such registration. (b) If such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included exceeds the number of securities which can be sold in such offering without adversely affecting the marketability of such offering, the Company shall include any securities to be sold in such registration in the following order: (i) first, in the case where such registration is not a Demand Registration, the securities requested to be included in such registration by the Company (if such registration is a registration initiated by the Company) or any other Person (if such registration is not a registration initiated by the Company) who, subject to Section 4.5, can request such registration; (ii) second, the securities requested to be included by the Piggyback Holders; and (iii) third, any securities to be sold by any other Person or the Company (if such shares are not included pursuant to clause (i) above). Notwithstanding the foregoing, with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Demand Registration, the withdrawing Holders priorities set forth in Section 4.4 shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawncontrol such Demand Registration.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 X-0, X-0 or any successor forms thereto, form thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors an offering made solely to employees of the Company Company), whether or not for its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)own account, then the Company shall will give written notice of such proposed filing to the Holders holders of Registrable Securities at least 15 10 calendar days before the anticipated filing date. Such notice shall will offer the Holders such holders the opportunity to register such amount of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”); provided, however, in no event shall the amount of Registrable Securities included in any Piggyback Registration exceed 20% of the total amount of securities included in such offering. Subject to the limitations set forth in this Section 3(b5(a) and the provisions of Section 5(b) hereof, the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice (other than (i) any Registrable Securities that are otherwise covered by an effective Registration Statement (including, without limitation, the Series B Registration Statement or the Warrant Registration Statement) unless, with respect to such Registrable Securities, the holders of such Registrable Securities agree to pay any incremental increase in the Registration Expenses for such Piggyback Registration resulting from including such Registrable Securities in such Piggyback Registration or (ii) any Warrant Share Registrable Securities if the weighted average Sales Price of the Common Stock has been given to not reached the HoldersWarrant Registration Threshold). Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period (i) Whenever the Company is required or proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (including primary and secondary registrations, and other than pursuant to a firm commitment underwritten offering solely for cash for its own account an Excluded Registration) (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each will give at least fifteen (15) days prior written notice to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 1(b), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Shares of Securities such Holder from wishes to include in such registration statement. If a Piggyback Registration Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Xxxxxx will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a registration statement under which the Company gives notice under this section 1 is for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such Piggyback Registration; providedunderwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, howeverthe partners, that if retired partners and shareholders of such withdrawal occurs after Holder, or the filing estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the Registration Statement foregoing persons will be deemed to be a single ‘Holder,’ and any pro rata reduction with respect to such Piggyback Registration, ‘Holder’ will be based upon the withdrawing Holders shall reimburse the Company for the portion aggregate amount of the shares carrying registration expenses payable with respect to the Registrable Shares so withdrawnrights owned by all entities and individuals included in such ‘Holder,’ as defined in this sentence.

Right to Piggyback. If at any Each time during the Registration Period the Company Corporation proposes to file a registration statement offer Common Stock in an underwritten offering (other than pursuant to an Excluded Registration) registered under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or whether for the account of the Corporation or the account of any equity holder of securities the Corporation other than the Trust) (a “Piggyback Offering”), the Corporation shall give prompt written notice to the Trust (which notice shall be given not less than 10 Business Days prior to such Piggyback Offering (the “Piggyback Notice”)), which notice shall offer to the Trust the opportunity to include any or all of its Registrable Securities in such Piggyback Offering, subject to the limitations contained in Section 2.01(c)(iv) and Section 2.02(b). To participate in any Piggyback Offering, the Trust shall provide written notice to the Corporation (stating the number of Registrable Securities desired to be registered or included and the total number of Registrable Securities held by the Trust as of the same type as date of the Registrable Shares (to Piggyback Notice) within five Business Days after the extent that date of such notice from the Company has Corporation. The Trust shall have the right to include withdraw its request for inclusion of its Registrable Shares Securities in any registration statement Piggyback Offering prior to be filed by the Company on behalf commencement of such holder), then the Company shall give Piggyback Offering by giving written notice to the Corporation of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration")withdrawal. Subject to the limitations contained in Section 3(b2.01(c)(iv) hereofand Section 2.02(b), the Company Corporation shall include in each such Piggyback Registration underwritten offering all such Registrable Shares with respect Securities so requested to which be included therein. No registration pursuant to this Section 2.02(a) shall relieve the Company has received written requests for inclusion therein within 10 days after notice has been given Corporation of its obligation to the Holderseffect a registration statement, as contemplated by Section 2.01 hereof. Each Holder shall be permitted The Trust’s rights to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration Offering may be exercised on an unlimited number of occasions. Notwithstanding the foregoing, the Corporation may at any time prior to the effective date of withdraw, abandon or cease proceeding with any such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company offering for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnany reason at any time.

Right to Piggyback. If at any time during (i) Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (ix) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiy) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders all such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. (ii) Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Coordination Committee, for an Initial Public Offering the Corporation shall not be required to deliver any Piggyback Notice nor include in such registration any Registrable Securities; provided, however, that if any holder of Registrable Securities is selling (or causing to be sold) shares of Common Stock beneficially owned by them in any such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback RegistrationInitial Public Offering on a secondary basis, the withdrawing Holders Corporation shall reimburse be required to provide a Piggyback Notice to all holders of Registrable Securities, who shall have the Company for right to participate in such offering on a pro rata basis consistent with the portion terms of the registration expenses payable with respect to the Registrable Shares so withdrawnthis Section 4.

Right to Piggyback. If Subject to the last sentence of this Section 2.2(a), and the other conditions set forth herein, at any time during following completion of the Registration Period Company IPO, whenever the Company proposes to file conduct a registration statement under the Securities Act with respect to Public Offering (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Registration”), then the Company shall give all Stockholders prompt written notice of such proposed filing thereof (but not less than ten (10) business days prior to the Holders at least 15 days before filing by the anticipated filing dateCompany with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall offer specify, at a minimum, the Holders number of securities proposed to be registered, the opportunity to register proposed date of filing of such amount registration statement with the Commission, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of a Stockholder given within ten (10) business days of such Stockholder’s receipt of the Piggyback Notice (which written request shall specify the number of Registrable Shares as they may request (a "Piggyback Registration"Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received such written requests for inclusion therein within 10 days after notice has been given inclusion; provided that (x) any Stockholder who seeks to the Holders. Each Holder exercise his rights under this Section 2.2(a) shall be permitted required to withdraw all exchange his, her or any portion its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationNotice; provided, however, that if such withdrawal occurs after any exchange pursuant to clause (x) above may be made contingent upon the filing sale of the Registration Statement with respect Registrable Securities issued upon such exchange pursuant to such Piggyback Registration, the withdrawing Holders it being understood that any such contingent exchange shall reimburse the Company for the portion become effective immediately prior to such sale of the registration expenses payable with respect to the Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely similar form which is then in effect or a Registration Statement in connection with a dividend reinvestment plan rights offering or employee benefit plan covering officers the primary purpose of which is to register debt securities or directors an offering on any form of the Company or its AffiliatesRegistration Statement that does not permit secondary sales) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Shareholders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Shareholders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b2.3(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Shareholders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during Subject to the Registration Period the Company provisions of this Section 3, whenever Acquiror proposes to file a registration statement register any Acquiror Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or S-8 or any substitute or successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of form that may be adopted by the Company or its AffiliatesSEC) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf holders of such holder)Acquiror Common Stock, then the Company shall Acquiror will give written notice of such proposed filing to the Holders at least Stockholders of its intention to effect such a registration and will include in such registration, on the same terms and conditions as apply to Acquiror's or such holder's Acquiror Common Stock, all Registrable Shares that the Stockholders request be included within 15 days before after the anticipated filing date. Such receipt of Acquiror's notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject Prior to Section 3(b) the seventh anniversary of the date hereof, the Company shall Acquiror is required to include in each such Piggyback Registration all Registrable Shares with respect requested by the Stockholders in an unlimited number of Piggyback Registrations. On or after the seventh anniversary of the date hereof, Acquiror is only required to which include Registrable Shares pursuant to this Section 3 in any Demand Registration requested by any other Stockholder. If Acquiror shall determine in its sole discretion not to register or to delay the Company has received registration of such Common Stock, Acquiror may, at its election, provide written requests for inclusion therein within 10 days after notice has been given of such determination to the Holders. Each Holder Stockholders and (i) in the case of a determination not to effect a registration, shall thereupon be relieved of the obligation to register such Registrable Shares, and (ii) in the case of a determination to delay a registration, shall thereupon be permitted to withdraw all or delay registering any portion Registrable Shares for the same period as the delay in respect of the Registrable Shares securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company Acquiror being registered for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnAcquiror's own account.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register (including on behalf of a registration statement selling stockholder) any shares of Company Common Stock under the Securities Act with respect (except for the registration of shares of Company Common Stock to a public offering of securities of the same type as the Registrable Shares be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms theretoor any form that does not include substantially the same information, other than information relating to selling shareholders or (ii) filed solely their plan of distribution, that would be required to be included in connection with a dividend reinvestment plan or employee benefit plan registration statement covering officers or directors the sale of the Company or its AffiliatesRegistrable Securities) or at any time other than pursuant to a Demand Registration, and the registration form to be used may be used for the account of any holder of securities registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify MetLife in writing no later than the earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated date of filing. Subject to the provisions of Section 3(b) hereof3.2, the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein from MetLife within 10 days ten (10) Business Days after notice has been given to MetLife's receipt of the HoldersCompany's notice. Each Holder shall be permitted to MetLife may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five (5) Business Days prior to the effective date of such the Piggyback Registration; provided. The Company, however, that if such withdrawal occurs after the filing of the Registration Statement with respect MetLife and any person who hereafter become entitled to such Piggyback Registration, the withdrawing Holders shall reimburse register its securities in a registration initiated by the Company for shall sell their securities on the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnsame terms and conditions.

Right to Piggyback. If at any time during Subject to the Registration Period last sentence of this subsection (i), whenever the Company proposes to file a registration statement register any equity securities (or securities convertible into or exchangeable for, or options to acquire, equity securities) with the Commission under the Securities Act with respect and the registration form to a public offering of securities be used may be used for the registration of the same type as the Registrable Shares Securities (a “Piggyback Registration”), other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretothe Current Registration Statement, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall will give written notice of such proposed filing to the Holders holders of Registrable Securities, at least 15 30 days before prior to the anticipated filing date. Such , of its intention to effect such a registration, which notice shall offer will specify the Holders the opportunity to register such amount of Registrable Shares as they may request proposed offering price (a "Piggyback Registration"if available). Subject to Section 3(b) hereof, the Company shall kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in each such notice, and will, subject to subsection (a)(ii) below, include in such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 20 business days after notice the effectiveness of the Company’s notice. Except as may otherwise be provided in this Agreement, and other than in connection with the Current Registration Statement, Registrable Securities with respect to which such request for registration has been given received will be registered by the Company and offered to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at any time prior least as favorable as those applicable to the effective date registration of shares of equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to be sold by the Company and by any other person selling under such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If If, at any time during the Registration Period after an IPO, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates(iii) or filed for the account of any holder of securities of the same type as the Registrable Shares (to the extent a Demand Registration that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderis not a Shelf Registration), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all Holders. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder Holders exercising their rights under this Section 3(a) shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution of the Registrable Securities included in such Registration Statement. Notwithstanding the foregoing, any Holder participating in a Shelf Registration may request that such Holder’s Registrable Securities be removed from such Registration Statement after effectiveness, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registration Statement removing such Registrable Shares so withdrawnSecurities.

Right to Piggyback. If (a) Subject to the terms and conditions hereof, at any time during after the Registration Period second anniversary of the Closing of the transactions under the Securities Purchase Agreement, whenever the Company proposes to file a registration statement register any of the equity securities of the Company owned by the Existing Partners under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoAct, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 but not less than ten (10) business days before the anticipated filing datedate (the “Piggyback Notice”) to the Investor. Such notice The Piggyback Notice shall offer the Holders Investor the opportunity to register include in such amount registration statement a pro rata portion of Registrable Securities held by the Investor (based on the ratio of the number of Purchased Class A Shares held by Investor on the date such registration statement is filed to the number of Class A Shares held by the Existing Partners on the date such registration statement is filed (calculated as they may request if all of the then issued and outstanding Och-Ziff Operating Group A Units had been exchanged for Class A Shares pursuant to the terms of the Exchange Agreement, but disregarding any Class A restricted share units)) (the “Piggyback Amount”); provided, however, that the Piggyback Amount shall be reduced by the aggregate number of Class A Shares sold by the Investor pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act at any time during the 12-month period immediately prior to the date such registration is filed with the SEC (a "“Piggyback Registration"”). Subject to Section 3(b) 2.2 hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities (up to the Piggyback Amount, as reduced) with respect to which the Company has received a written requests request for inclusion therein within 10 ten (10) days after notice such Piggyback Notice has been given to received by the HoldersInvestor. Each Holder The Investor shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution, sale or other transfer by the Investor of the Registrable Securities included in such Registration Statement. For the avoidance of doubt, other than the restrictions on transfer required by law and as set forth in Section 2.3 hereof, nothing herein shall be deemed to restrict the ability of the Investor to sell the Class A Shares pursuant to Rule 144. (b) Notwithstanding any provision in this Section 2.1 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting the Investor to effect a transfer of securities that is otherwise prohibited by the terms of the Securities Purchase Agreement or any other agreement between the Investor and the Company or any of its subsidiaries. (c) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 2.1 and prior to the time the registration statement filed in connection with respect to such Piggyback RegistrationRegistration is declared effective, the withdrawing Holders Company shall reimburse determine for any reason not to register such equity securities, the Company for the portion shall give written notice of the registration expenses payable with respect such determination to the Investor within five (5) days thereof and thereupon shall be relieved of its obligation to register any Registrable Shares so withdrawnSecurities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein).

Right to Piggyback. If If, at any time during the Registration Period after a Qualified Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 S-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice the Piggyback Notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of Act, and the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form proposed to be filed by used may be used to register the Company on behalf resale of such holderRegistrable Securities (each, a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders (in any event at least 15 days before ten (10) Business Days prior to the anticipated filing date. Such notice date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall offer the Holders the opportunity use its commercially reasonable efforts to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received a written requests request from the Holder for inclusion therein within 10 days after notice has been given five (5) Business Days following the Holder’s receipt of the Company’s notice. If the Holder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the Holders. Each underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be permitted required to withdraw all make any representation or warranty with respect to or on behalf of the Company or any portion other stockholder of the Registrable Shares Company and (ii) each Holder choosing to participate in such Piggyback Registration shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, no Holder from may request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a demand registration required by Section 2.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 2.2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to the Holder (if participating in such Piggyback Registration; provided) and, howeverthereupon, that if shall be relieved of its obligation to register any Registrable Securities in connection with such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnregistration.

Right to Piggyback. If at any time during the Registration Period period commencing on the date of this Agreement and ending on the date which is five hundred and forty (540) days after the Effective Time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten public offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderholder but excluding a Demand Registration), then the Company shall give written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Stock whether or not for cash sale for its own account (other than a registration statement (ix) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiy) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing no later than ten days after the filing date (the “Piggyback Notice”) to all of the Holders at least 15 days before the anticipated filing dateholders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten days after notice has been given to the Holdersapplicable holder. Each Holder The Corporation shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (A) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (B) consummation of the registration expenses payable with respect distribution by the holders of all of the Registrable Securities included in such Registration Statement. Any holder of Registrable Securities shall have the right to withdraw its Piggyback Request by giving written notice to the Registrable Shares so withdrawnCorporation of its request to withdraw at least ten business days prior to the planned effective date of the related Registration Statement.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Underwritten Offering for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 10 days before the anticipated filing datedate of such registration statement. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback RegistrationPIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedPROVIDED, howeverHOWEVER, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 2, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto relating to shares of Common Stock to be issued solely in connection with (i) any acquisition of another entity or business or (ii) filed solely in connection with a stock option or any other employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 3(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during After the Registration Period consummation of an IPO or a Listing (should either one occur), if the Company proposes to file a any registration statement under the Securities Act with respect to for the purposes of a public offering of its common equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely (whether or not for cash sale for its own account (other than a and including, but not limited to, registration statement (i) statements relating to secondary offerings of common equity securities of the Company, but excluding the Shelf Registration Statement and registration statements relating to any registration on Form S-4 or S-8 or any successor forms thereto, or (iisimilar forms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall will give prompt written notice to all the Shareholders of its intention to effect such a registration and shall, subject to Section ‎2(b), use all commercially reasonable efforts to include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationCompany’s notice; provided, however, that the Company may at any time withdraw or cease proceeding with any such Piggyback Registration if it will at the same time withdraw or cease proceeding with the registration of all other Company common equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers common equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect within five (5) Business Days prior to the Registrable Shares so withdrawnanticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. If at any time during Whenever on or after the Registration Period Start Date and prior to the Termination Date the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities of the same type as the Registrable Shares (to other than the extent that Investor), and the Company has the right to include Registrable Shares in any form of registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Shares (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Investor of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written requests request for inclusion therein from the Investor within 10 days after the Investor’s receipt of the Company’s notice has been given (provided, without the consent of Man Group, in any registration initiated by Man Group pursuant to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Man Group Registration Rights Agreement, that only Registrable Shares of the same class or classes as the Shares being registered may be included and provided further that if the class or classes of Shares being registered in such Holder from Piggyback Offering are Common Shares, such Investor request may be contingent upon the Investor’s conversion of Registrable Preferred Shares into such Common Shares being registered and, in such event, the Company will reasonably cooperate with the Investor to coordinate such a conversion with the relevant offering). The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of pricing thereof. If the Company or any other Person other than the Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Shares, whether or not for cash sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give prompt written notice of such proposed filing no later than five (5) business days prior to the Holders at least 15 days before filing date (the anticipated filing date“Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (each, a "“Piggyback Registration"”). Subject to Section 3(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 ten (10) business days after notice has been given to the Holdersapplicable holder. Each Holder The Company shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (x) one-hundred eighty (180) days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (y) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities (other than those making Piggyback Requests) included in such Registration Statement.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Class A Common Stock whether or not for cash sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates(iii) or for the account of any holder of securities of the same type as the Registrable Shares (relating solely to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf offer and sale of such holderdebt securities), then the Company shall give prompt written notice of such proposed filing no later than five business days prior to the Holders at least 15 days before filing date (the anticipated filing date“Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”); provided, however, that until the expiration of the transfer restrictions set forth in Section 4.2(a) of the Investment Agreement, the Company shall only be required to use its reasonable best efforts to register the subsequent resale of such Registrable Securities by the holders thereof under the registration statement subject to a Piggyback Registration and not to include such Registrable Securities with any securities sold pursuant to an offering thereunder (subject to Section 3(c)). Subject to Section 3(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 business days after notice has been given to the Holdersapplicable holder. Each Holder The Company shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (x) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (y) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period (i) Whenever the Company after the date of a Triggering Financing (as such term is defined in the Purchase Agreement) is required or proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (including primary and secondary registrations, and other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (ian Excluded Registration) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each will give at least thirty (30) days prior written notice to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Sections 2(b) and 2(c), will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Shares of Securities such Holder from wishes to include in such registration statement. If a Piggyback Registration Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a Registration Statement under which the Company gives notice under this Section 2 is for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such Piggyback Registration; providedunderwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, howeverthe partners, that if retired partners and shareholders of such withdrawal occurs after Holder, or the filing estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the Registration Statement foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such Piggyback Registration, “Holder” will be based upon the withdrawing Holders shall reimburse the Company for the portion aggregate amount of the shares carrying registration expenses payable with respect to the Registrable Shares so withdrawnrights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement in connection with respect to a public offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Demand Registration and other than a Registration Statement on Form S-4 or employee benefit plan covering officers Form S-8, or directors of the Company any comparable successor form or its Affiliates) form substituting therefor, or for the account of filed in connection with any holder exchange offer or an offering of securities of the same type as the Registrable Shares (solely to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany's existing shareholders) (a "Piggyback Registration Statement"), whether or not for sale for its own account, then each such time the Company shall give written notice of such a proposed filing offering (a "Piggyback Notice") to the Holders holders of Registrable Securities of its intention to effect such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders holders of Registrable Securities the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject The Company will, subject to Section 3(b) hereofthe limitations set forth in Sections 4.3 and 4.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion registered holders of the Registrable Shares of Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedStatement. Such determination, however, that if will be without prejudice to the rights of holders of Registrable Securities to demand the continuation of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnunder Section 3 hereof.

Right to Piggyback. If at any time during the Registration Period the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock by and for the account of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Corporation (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan plan), or employee benefit plan covering officers or directors any shareholder of the Company or its Affiliates) or for Corporation, then, each such time, the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company Corporation shall give prompt written notice of such proposed filing not later than ten (10) days following the initial filing date (the “Piggyback Notice”) to all of the Holders at least 15 days before the anticipated filing dateholders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Shares, whether or not for cash sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers to effectuate an offering and sale to employees or directors of the Company or its Affiliates) Subsidiaries pursuant to any employee stock plan or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderother employee benefit plan arrangement), then the Company shall give prompt written notice of such proposed filing no later than ten (10) Business Days prior to the Holders at least 15 days before filing date, or, fifteen (15) Business Days in the case of a Public Offering under a shelf registration statement, the anticipated filing datepricing or trade date (the “Piggyback Notice”), to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement, or to sell in such Public Offering, the number of Registrable Shares Securities as they each such holder may request (each, a "“Piggyback Registration"”). Subject to Section 3(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 days five (5) Business Days after notice has been given to the Holdersapplicable holder. Each Holder The Company shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (x) one-hundred eighty (180) days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (y) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities (other than those making Piggyback Requests) included in such Registration Statement.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 S-4, Form X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares Act, other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Demand Registration under Section 3 (a "Piggyback Registration"), the Company will give written notice to all holders of Registrable Securities of its intention to effect such a registration not later than the earlier to occur of (i) the tenth day following receipt by the Company of notice of exercise of other demand registration rights or (ii) 45 days prior to the anticipated filing date. Subject to Section 3(bthe provisions of Sections 4(c) hereofand (d), the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten business days after notice has been given to the Holdersreceipt by the applicable holder of Registrable Securities of the Company's notice. Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion of the Registrable Shares part of such Holder holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedRegistration becomes effective with the SEC. If a Piggyback Registration is an underwritten offering effected under (i) Section 4(c), however, that if such withdrawal occurs after all Persons whose securities are included in the filing of Piggyback Registration will be obligated to sell their securities on the Registration Statement with respect same terms and conditions as apply to such Piggyback Registration, the withdrawing Holders shall reimburse securities being issued and sold by the Company for or (ii) Section 4(d), all Persons whose securities are included in the portion of Piggyback Registration will be obligated to sell their securities on the registration expenses payable with respect same terms and conditions as apply to the Registrable Shares so withdrawnsecurities being sold by the Person or Persons who initiated the Piggyback Registration under Section 4(d).

Right to Piggyback. If at any time during after the Registration Period date that is 15 months following the Company date of this Agreement the REIT proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than (i) a registration statement (iw) filed in connection with employee stock option or purchase plans, (x) relating to a transaction requiring registration pursuant to Rule 145 under the Securities Act, (y) relating solely to a dividend or distribution reinvestment plan, or (z) on Form S-8 or any successor forms theretothereto (the registration statements described in clauses (w), (x), (y) and (z) shall each be referred to as a “Special Registration Statement”) or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesan IPO Registration Statement) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)other than a Holder, then the Company REIT shall give written notice of such proposed filing to the Holders at least 15 21 days before the anticipated filing date. Such notice shall describe the proposed registration, offering price (or reasonable range thereof), distribution arrangements and any other information that at the time would be appropriate to include in such notice, and offer the Holders the opportunity to register include in such registration statement and in any offering to be conducted pursuant to such registration statement such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof), the Company REIT shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company REIT has received written requests for inclusion therein within 10 21 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time, and from time during the Registration Period to time, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as Company or any securities convertible or exercisable into shares of any equity securities of the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Company (other than a registration statement (ia) on Form S-8 or any successor forms form thereto, (b) on Form S-4 or (ii) filed any successor form thereto relating solely in connection with a dividend reinvestment plan to the sale of securities to employees, directors, officers, consultants or employee benefit plan covering officers or directors advisors of the Company or its AffiliatesAffiliates pursuant to a stock option, stock purchase or similar benefit plan, (c) or for the account an offering of any holder of securities of the same type as the Registrable Shares (rights solely to the extent Company’s existing securityholders or (d) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the Company has public under the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Securities Act, then the Company shall will give written notice (the “Piggyback Notice”) of such proposed filing to the Holders at least 15 days 10 Business Days before the anticipated filing date. Such notice shall will include the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the The Company shall will include in each such Piggyback Registration all Registrable Shares with respect to Securities for which the Company has received written requests for inclusion therein within 10 days 5 Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Notice, subject to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnSection 3.2.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof0 below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during following the Registration Period the Company Effective Date HLI proposes to file a registration statement under the Securities Act with respect to a public offering of securities any of the same type as the Registrable Shares its Common Stock pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering 28 officers or directors of any of the Company or its AffiliatesHLI Affiliated Group) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Common Stock, then the Company HLI shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof5.02(b), the Company HLI shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company HLI has received written requests for inclusion therein within 10 ten days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company HLI for the portion of the registration expenses payable with respect to the Registrable Shares Securities so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback RegistrationRegistration and the Company does not exercise its right to abandon the Registration Statement under Section 3(c), the withdrawing Holders shall reimburse the Company for the portion of the SEC registration expenses fee payable with respect to the Registrable Shares so withdrawnwithdrawn and all other registration expenses allocable to such Registrable Shares of the types described in clauses (i), (ii) and (vii) of Section 6 hereof.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (whether or not following a Demand Registration Notice by a Requesting Holder) (a “Piggyback Registration”), or proposes to offer any Common Stock pursuant to a registration statement in an underwritten offering of Common Stock under the Securities Act with respect to (whether or not following a public offering of securities of the same type as the Registrable Shares pursuant to request by a firm commitment underwritten offering solely for cash for its own account Requesting Holder) (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration, a “Piggyback Takedown”), then the Company shall give written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown as promptly as practicable. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than seven (7) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than seven (7) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofand Section 4(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown, and (ii) any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registrationthat registration; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at At any time during after the Registration Period date hereof, whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register shares of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Company Common Stock (“Common Shares”) (other than a registration statement pursuant to (i) registrations on Form S-8 or any successor forms theretosimilar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, or (ii) filed registrations on Form S-4 or any similar form(s) solely for registration of securities in connection with a dividend reinvestment plan business combination, or employee benefit plan covering officers or directors of the Company or (iii) a Mandatory Shelf Registration Statement), whether for its Affiliates) own account or for the account of any holder of securities one or more securityholders of the same type as Company, and the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to the Shareholders of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 15 days after the date of the Company’s notice (a “Piggyback Registration”). Once a Shareholder has been given made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time fifth (5th) day prior to the anticipated effective date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration initiated by it and covered by this Section 2 prior to the effectiveness of such registration, howeverwhether or not any Shareholder has elected to include Registrable Securities in such registration, that if such withdrawal occurs after and except for the filing of the obligation to pay Registration Statement with respect Expenses pursuant to such Piggyback Registration, the withdrawing Holders shall reimburse Section 2(c) the Company for the portion of the registration expenses payable with respect will have no liability to the Registrable Shares so withdrawnShareholders in connection with such termination or withdrawal.

Right to Piggyback. If the Company at any time during the Registration Period the Company proposes to file a registration statement register any securities under the Securities Act (other than registrations on Form S-4 or S-8 or the equivalent thereof) with respect to a an underwritten public offering and the form of securities Registration Statement to be used may be used for the registration of Registrable Securities, the same type as Company will give prompt written notice to all holders of Registrable Securities of its intent to do so. Within 30 days after receipt of such notice, any Stockholder which is a holder of Registrable Securities may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely Securities in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any such proposed registration statement to be filed by the Company on behalf under the Securities Act of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request securities (a "Piggyback Registration"). Subject Such written notice to Section 3(b) hereofthe Company shall specify the Registrable Securities intended to be disposed of by such Stockholders and the intended method of distribution thereof. Upon receipt of such request, the Company shall include in each such Piggyback Registration will use its best efforts to register under the Securities Act all Registrable Shares with respect to Securities which the Company has received written requests for inclusion therein within 10 days after notice has been given so requested to register, to the Holders. Each Holder shall be permitted extent requisite to withdraw all or any portion permit the disposition of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Securities so to the effective date of such Piggyback Registrationbe registered; provided, however, that if such withdrawal occurs at any time after giving notice of its intent to register securities and before the filing effective date of the Registration Statement filed in connection with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give notice of such determination to the Stockholders requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) in the case of a determination to delay registering, the Company may delay registering any Registrable Securities for the portion same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of the registration expenses payable with respect its obligation to the Registrable Shares so withdrawneffect any Demand Registration upon request under Section 2 hereof.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 thirty (30) days after notice the Piggyback Notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time thirty (30) days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any Equity Securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or any successor forms thereto, other registration solely relating to an offering or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its Affiliates) own securities for other securities), whether for its own account or for the account of any holder of securities one or more shareholders of the same type as Company (other than the Registrable Shares Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the extent proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the right to include Registrable Shares in any registration statement to be filed by date on which the Company on behalf has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such holder)registration at any time in its sole discretion and, then thereupon, (x) in the Company shall give written notice case of such proposed filing a determination to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofterminate or withdraw any registration, the Company shall include be relieved of its obligation to register any Registrable Securities under this Section 1.5 in each connection with such Piggyback Registration all Registrable Shares with respect registration and (y) in the case of a determination to which delay registration, the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or delay registering any portion of Registrable Securities under this Section 1.5 for the Registrable Shares of same period as the delay in registering the other equity securities covered by such Holder from registration. If a Piggyback Registration at any time prior is effected pursuant to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the a Registration Statement with respect on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback RegistrationShelf Registration Statement (a “Piggyback Shelf Take-Down”), the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect subject to the Registrable Shares so withdrawnsame limitations that are applicable to any other Piggyback Registration as set forth above.

Right to Piggyback. If Subject to the terms of this Agreement, at any time during and from time to time following 180 days after the Registration Period effectiveness of the Mandatory Registration, if the Company proposes at any time determines to file a registration statement under the Securities Act Registration Statement with respect to a public any offering of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder stockholder who holds its securities (other than (i) a registration on Form S-4 or S-8 or any similar or successor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the same type Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iii) a registration of non-convertible debt securities) (a “Piggyback Registration”) then, as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of expeditiously as reasonably possible following such holder)determination, then the Company shall give written notice (the “Incidental Registration Notice”) of its intention to effect such proposed filing a registration to the Holders at least 15 days before the anticipated filing date. Such all Investors, and such notice shall offer the Holders Investors the opportunity to register such amount number of Registrable Shares Securities as they each such Investor may request (a "Piggyback Registration")in writing. Subject to Section 3(bSections 3(c) hereofand 3(d), the Company shall include in each such Registration Statement all such Registrable Securities which are requested in writing by an Investor (a “Piggyback Participation Notice”) to be included therein, on the same terms and conditions as the securities otherwise being sold in such registration, such Piggyback Participation Notice to be received within fifteen (15) days after the date of the Incidental Registration Notice. Any Investor that does not timely deliver a Piggyback Participation Notice shall be deemed to have waived its right to participate in the Piggyback Registration. If an Investor decides not to include all of its Registrable Shares Securities in any Piggyback Registration, such Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration as may be filed by the Company with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion offerings of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to Company’s securities, all upon the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.terms and conditions set forth herein

Right to Piggyback. If at any time during Except with respect to a Demand Registration or an initial Public Offering, the Registration Period procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities LLC Units whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all Shareholders holding Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least three business days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to occur of (i) 180 days (two years for a shelf registration statement) after the effective date thereof and (ii) all Registrable Securities included in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnRegistration Statement have actually been sold.

Right to Piggyback. If at any time during the Registration Period the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock by and for the account of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Corporation (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement; provided, however, that if any Stockholder owning Common Stock that has been included on such withdrawal occurs after the filing of the shelf Registration Statement with respect may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnRegistration Statement removing such Common Stock.

Right to Piggyback. If If, at any time during the Registration Period after an Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Securities (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) one hundred twenty (120) days after the withdrawing Holders shall reimburse effective date thereof or for two years in the Company for the portion case of a “shelf” Registration Statement and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time If, during the Registration Period 36 months immediately following the Company End Date, RGA proposes to file register (including on behalf of a registration statement selling shareholder) any shares of RGA Class A Common Stock under the Securities Act with respect (except for the registration of shares of RGA Class A Common Stock to a public offering of securities of the same type as the Registrable Shares be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee, director or consultant stock or benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms theretoor any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution that would be required to be included in a registration statement covering the sale of Registrable Securities), and the registration form to be used may be used for the registration of the Recently Acquired Stock (a “Piggyback Registration”), it will so notify MetLife in writing no later than the earlier to occur of (i) the 10th day following RGA’s receipt of notice of exercise of other demand registration rights or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (30 days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf anticipated date of filing of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration")registration statement. Subject to the provisions of Section 3(b) hereof7.15(e), the Company shall RGA will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company RGA has received a written requests request for inclusion therein from MetLife within 10 days Business Days after notice has been given to the HoldersMetLife’s receipt of RGA’s notice. Each Holder shall be permitted to MetLife may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five Business Days prior to the effective date of such the Piggyback Registration; provided. RGA, however, that if such withdrawal occurs after MetLife and any person who hereafter become entitled to register its securities in a registration initiated by RGA shall sell their securities on the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnsame terms and conditions.

Right to Piggyback. If at any time during After the Registration Period consummation of an IPO or a Listing (should either one occur), if the Company proposes to file a any registration statement under the Securities Act with respect to for the purposes of a public offering of its preferred equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely (whether or not for cash sale for its own account (other than a and including, but not limited to, registration statement (i) statements relating to secondary offerings of preferred equity securities of the Company, but excluding registration statements relating to any registration on Form S-4 or S-8 or any successor forms thereto, or (iisimilar forms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall will give prompt written notice to all the Shareholders of its intention to effect such a registration and shall, subject to Section ‎2(b), use all commercially reasonable efforts to include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationCompany’s notice; provided, however, that the Company may at any time withdraw or cease proceeding with any such Piggyback Registration if it will at the same time withdraw or cease proceeding with the registration of all other Company preferred equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers preferred equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect within five (5) Business Days prior to the Registrable Shares so withdrawnanticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement statement, or effectuate a Shelf Takedown, under the Securities Act with respect to a public offering by the Company for its own account or for the account of any other Person who is a holder of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Securities (other than a registration statement (i) on Form S-8 or Form F-4 (or Form S-4, if the Company is not then a “foreign private issuer” under the Securities Act) or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”) or in the case of a Shelf Takedown, participate in such Shelf Takedown (but only to the extent that such Holders’ Registrable Securities were included in the Shelf Registration for such Shelf Takedown at the time of its original effectiveness). Subject to Section 3(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever Common Shares of the Company proposes are to file a registration statement be registered under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (Demand Registration and other than pursuant to a registration statement (i) on Form F-4 or any similar form for the registration of Common Shares to be issued in connection with business combination transactions or similar transactions or Form S-8 or any successor forms theretosimilar form for the registration of Common Shares to be issued to benefit or incentive plans or arrangements, or successor forms) and the registration form to be used may be used for the registration of Registrable Shares (ii) filed solely a “Piggyback Registration”), the Company will give prompt written notice (and in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company or its Affiliates) or for the account of any holder of Company’s securities of the same type as other than the Registrable Shares (and at least 20 days prior to the extent that the Company has the right to include Registrable Shares in filing of any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing statement) to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall registration and will include in each such Piggyback Registration registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after the Company’s notice has been given given, subject to Sections 3(b) and 3(c) hereof. The Company will have the Holdersright to select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. Each If a Holder shall be permitted desires to withdraw all or any portion of the include such Holder’s Registrable Shares of such Holder from in a Piggyback Registration at that is an underwritten offering, such Holder shall, as a condition to including such Holder’s Registrable Shares, enter into an underwriting agreement containing customary terms and conditions, including customary representations and indemnities (provided that such indemnities shall not be given by any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing subsidiary of the Registration Statement Company where such subsidiary may not give such indemnity without being in breach of applicable law or with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnminimum solvency or liquidity regulation).

Right to Piggyback. If at At any time during and from time to time after the Registration expiration of the Restriction Period (as such term is defined in the Purchase Agreement), if the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than Demand Registration or a registration statement (i) transaction under Rule 145 of the Act, or on Form S-8 or any successor forms thereto, or (iiforms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “New Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before Investor of its intention to effect such a registration and, subject to the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount terms of Registrable Shares as they may request Sections 3 (a "Piggyback Registration"). Subject to Section 3(be) hereof, the Company shall include in each such Piggyback Registration registration (and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s notice. If at the expiration of the “Restriction Period” (as such term is defined in the Purchase Agreement), the Company has a registration statement which is then effective and, if amended, the registration form could be used for the registration of Registrable Securities (an “Amended Piggyback Registration”), the Company shall give prompt written notice has been given to the Holders. Each Holder shall be permitted Investor of whether it is willing to withdraw all or any portion amend such registration statement to effect a registration of Registrable Securities and if the Registrable Shares of such Holder from a Piggyback Registration at any time prior Company is willing, the Company, subject to the effective date terms of Sections 3(e) hereof, shall file an amended registration statement and include in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement amended registration statement (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to such which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. A New Piggyback Registration and an Amended Piggyback Registration are each referred to in this Agreement as a “Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.”

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register (including on behalf of a registration statement selling stockholder) any shares of Company Common Stock under the Securities Act with respect (except for the registration of shares of Company Common Stock to a public offering of securities of the same type as the Registrable Shares be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms theretoor any form that does not include substantially the same information, other than information relating to selling shareholders or (ii) filed solely their plan of distribution, that would be required to be included in connection with a dividend reinvestment plan or employee benefit plan registration statement covering officers or directors the sale of the Company or its AffiliatesRegistrable Securities) or at any time other than pursuant to a Demand Registration and the registration form to be used may be used for the account of any holder of securities registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify Buyer in writing no later than the earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated date of filing. Subject to the provisions of Section 3(b) hereof3.2, the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein from Buyer within 10 days ten (10) Business Days after notice has been given to Buyer's receipt of the HoldersCompany's notice. Each Holder shall be permitted to Buyer may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five (5) Business Days prior to the effective date of such the Piggyback Registration; provided. The Company, however, that if such withdrawal occurs after the filing of the Registration Statement with respect Buyer and any person who hereafter become entitled to such Piggyback Registration, the withdrawing Holders shall reimburse register its securities in a registration initiated by the Company for shall sell their securities on the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnsame terms and conditions.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering (except for the registration of securities of the same type as the Registrable Shares to be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms theretothen in effect) at any time other than pursuant to a Demand Registration and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities not later than the earlier to occur of (i) the fifth Business Day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (30 calendar days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(bthe provisions of Sections 4(c) hereofand (d), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days 15 Business Days after notice has been given to the Holdersapplicable holder’s receipt of the Company’s notice. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five Business Days prior to the effective date of such the Piggyback Registration; provided. If a Piggyback Registration is an underwritten offering effected under Section 4(c), howeverall Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If a Piggyback Registration is an underwritten offering effected under Section 4(d), that if such withdrawal occurs after all Persons whose securities are included in the filing of Piggyback Registration must sell their securities on the Registration Statement with respect same terms and conditions as apply to such the securities being sold by the Person(s) initiating the Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion . A registration of the registration expenses payable with respect Registrable Securities pursuant to the Registrable Shares so withdrawnthis Section 4 will not be counted as a Demand Registration under Section 3.

Right to Piggyback. If at any time during after the Registration Period date hereof the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares or the securities into which the Registrable Securities then are convertible (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof), the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Company Securities whether or not for cash sale for its own account (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all Holders; provided, however, that the Company shall be prohibited from causing any registration statement under the Securities Act with respect to a primary offering of Company Securities to go effective unless, at the time of the effectiveness of such primary registration statement, the Shares are freely tradable under Rule 144 without limitation (other than the current public information requirement set forth in Rule 144(c) so long as the requirements in Rule 144(c)(1) are satisfied) or there is an effective Registration Statement covering the resale of such Shares on file with the SEC. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holders. Each Holder The eligible Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) one hundred eighty (180) days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the Holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period while any Registrable ------------------ SecuritiesSecurities are outstanding the Company proposes and OPCO propose to file a registration statement under the Securities Act Registration Statement with respect to a public offering an Underwritten Offering of securities of the same type as the Registrable Paired Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) on Form S-8 or any successor forms theretoform or in connection with any employee or director welfare, benefit or compensation plan, (ii) filed solely on Form S-4 or any successor form or in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan or employee benefit plan covering officers or directors offered exclusively to existing holders of Paired Shares, (iv) in connection with an offering solely to employees of the Company and OPCO or its Affiliatestheir affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any successor form for the account of any holder a primary offering of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderand/or OPCO), then whether or not for their own account, the Company and OPCO shall give to Holders holding Unpaired Shares and Registrable Securities written notice of such proposed filing to the Holders at least 15 ten (10) business days before filing. The notice referred to in the anticipated filing date. Such notice preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall and OPCO will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has and OPCO have received written requests for inclusion therein within 10 days after notice has been given to the Holderstherein. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file effect a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoPiggyback Registration, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice to all Holders of its intention to effect such proposed filing a registration and, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"Sections 2(b) and 2(c). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration on the same terms as the Company and other Persons selling securities in connection with such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice. To the extent the Company has not received any such written request for inclusion within such 10-day period, the Holders shall have no further rights to include any Registrable Securities in such Piggyback Registration. The Company’s notice has been given shall specify, at a minimum, the number of Ordinary Shares proposed to be registered, the Holdersproposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of the Ordinary Shares offered by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration initiated by the Company at any time in its sole discretion; provided that such postponement or withdrawal does not relieve the Company of its obligations to pay registration expenses pursuant to Section 4. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares part of such Holder Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date effectiveness of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnregistration.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely any Company Securities, whether or not for cash sale for its own account (other than a registration statement Registration Statement (iA) on Form S-4, Form S-8 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all Holders. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(bI.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holders. Each Holder The eligible Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary set forth herein, if such Piggyback Registration involves an underwritten public offering, each Holder requesting Piggyback Registration must sell its Registrable Securities to the selected underwriters on the same terms and conditions as apply to the Company or any other holders of Company Securities on whose behalf the Piggyback Registration was initiated. If at any time after giving notice of its intention to register any Company Securities pursuant to this Section I.3(a) and before the effective date of such Registration Statement, the Company shall determine for any reason not to register the Company Securities it had proposed to register, the Company shall give notice to all Holders requesting Piggyback Registration and, thereupon, the Company shall be relieved of its obligations to register any securities to be registered at such time pursuant to this Section I.3(a). No registration effected under this Section I.3(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required under Section I.2; provided, however, that if such withdrawal occurs the Company shall not be obligated to effect a Demand Registration during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the filing effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith reasonable best efforts to cause such Registration Statement to become effective and that the Company’s estimate of the date of filing such Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnis made in good faith.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback RegistrationPIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, PROVIDED that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash equity securities, whether or not for its own account account, including a Shelf Registration Statement (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any applicable successor forms thereto, thereto or (ii) filed solely in connection with a dividend reinvestment plan an offering made solely to then-existing stockholders or employee benefit plan covering officers or directors employees of the Company or its Affiliatesa transaction to which Rule 145 of the Securities Act is applicable or any registration statements related to the issuance or resale of securities issued in such a transaction or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) or for the account of any holder of securities of the same type as the Registrable Shares (pursuant to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)a Demand Registration, then the Company shall will give written notice (the “Piggyback Notice”) of such proposed filing to the Holders each Qualifying Holder at least 15 fifteen (15) days (or, in the case of a “bought deal”, 24 hours) before the anticipated filing datedate of such registration statement. Notwithstanding any other provision of this Agreement, a Piggyback Notice may be sent by email or fax and will be deemed to have been received at the time of transmission. Such notice shall will offer the Holders each Qualifying Holder the opportunity to register such amount of Registrable Shares Securities as they such Qualifying Holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof7.4.2, the Company shall use its reasonable best efforts to include in each such the Piggyback Registration all Registrable Shares such securities with respect to which the Company has received written requests for such inclusion therein within 10 twenty (20) days (or, in the case of a “bought deal”, 24 hours) after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnNotice.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its Common Stock (a “Piggyback Offering”) pursuant to a registration statement under the Securities Act with respect to a public in any underwritten offering of securities of the same type as the Registrable Shares pursuant to Common Stock (including an “at-the-market offering” or a firm commitment underwritten offering solely for cash “registered direct offering”) whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities holders of the same type as Company’s securities (other than the Registrable Shares Holders) (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Other Holders”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall send prompt written notice to the Holders of its intention to effect such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a Shelf Registration Statement, such notice shall be sent not less than six Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a Shelf Registration Statement, such notice shall be given not less than ten Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Sections 3(b) and (c) below, include in each such Piggyback Registration Offering, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days seven Business Days (or, in the case of a Shelf Registration Statement, three Business Days) after sending the Company’s notice has been given and shall file any registration statement amendment or prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Offering upon written notice to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at At any time during after the Registration Period expiration of the Lock-up Period, if the Company proposes to file a registration statement register any of its common equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any a related or successor forms thereto, or (ii) filed form relating solely in connection with a dividend reinvestment plan or to an employee benefit plan covering officers or directors of the Company a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), whether for its Affiliates) own account or for the account of any holder of securities one or more stockholders of the same type as Company, and the registration form to be used may be used for any registration of Released Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice (in any event within 10 days after its receipt of such proposed filing notice of any exercise of other demand registration rights) to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Subscriber of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company registration and shall include in each such Piggyback Registration registration all Released Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holders. Each Holder receipt of the Company’s notice, provided that, the Selling Expenses and a proportion part of the registration and filing fees, printing expenses (if required), fees of counsel and independent public accountants incurred by the Company in complying with the Piggyback Registration provided hereunder shall be permitted to withdraw borne by the Subscriber. “Registrable Shares” means all the Class A Ordinary Shares beneficially owned by the Subscriber or any portion of its Affiliates from time to time (including, without limitation, any and all Class A Ordinary Shares issued as (or issuable upon the Registrable Shares conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationClass A Ordinary Shares); provided, however, that if such withdrawal occurs after the filing of the Registrable Shares shall not include any securities that are or became tradeable without restriction as to volume pursuant to Securities Act Rule 144 or that are sold by a Person either pursuant to a Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnor Rule 144.

Right to Piggyback. If at any time during Except with respect to the filing of a Shelf Registration Period Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Company Corporation proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of Interests, other than in connection with and subsequent to, the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Initial Public Offering, whether or not for cash sale for its own account (other than a registration statement Registration Statement (i) on Form S-8 or S-0, Xxxx X-0 xr any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan (or employee benefit plan covering officers or directors of the Company or its Affiliatessimilar) or plan, but including, for the account avoidance of any holder of securities of doubt, in connection with the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderInitial Public Offering), then the Company Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the Holders at least 15 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the Stockholders that hold Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof5(b), the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities from all such holders with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time by giving notice to the Corporation at least two (2) Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with respect such registration the Corporation shall determine for any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, at any time prior to such Piggyback Registrationeffectiveness, give written notice of such determination to the withdrawing Holders Stockholders and thereupon the Corporation shall reimburse be relieved of its obligation to register such Registrable Securities in connection with the Company registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately thereafter to request that such registration be effected as a registration under Section 3 or 4 to the extent permitted thereunder or to continue such registration as a Demand Registration as if such Stockholder had requested such Demand Registration in the first instance (which continuation shall, for the portion avoidance of doubt, not require the registration expenses payable with respect to the Registrable Shares so withdrawnrestart of any applicable minimum notice provisions of Section 3 or 4).

Right to Piggyback. If at any time during (x) in connection with the Registration Period IPO, Shares are proposed to be sold by shareholders of the Company other than Employee Parties or (y) after the completion of the IPO, whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or (iisimilar forms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or registration form to be used may be used for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject to Section 3(b) hereof, whether or not for sale for its own account, the Company shall will give prompt written notice to Employee Parties and the Investors LLC Parties of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Company's notice. Any Piggyback Registration may be abandoned at any time prior without prejudice to the effective date Company or any shareholder of the Company. The Company may elect to terminate any Piggyback Registration rights of the Employee Parties in connection with the IPO or any Piggyback Registration as determined by the Board of Directors in good faith (it being understood that the Board of Directors can exercise such Piggyback Registration; termination right when the sale by Employee Parties could adversely affect an offering of Shares), provided, however, that if such withdrawal occurs after that, except as provided in Section 5.1(b) or 5.1(c) so long as the filing Covaxx Xxxily Group owns 5% of the Shares then outstanding on a fully diluted basis (excluding Stock Options) from time to time the Company may not terminate (i) any Piggyback Registration Statement with respect rights of a member of the Covaxx Xxxily Group at a time that Covaxx xx not an employee, officer or director of the Company and (ii) any Piggyback Registration rights of the Covaxx Xxxily Group (other than Covaxx) xx extent that Covaxx xxx not required to be disclosed as the beneficial owner of such Shares in the registration statement for the Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Capital Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than thirty (30) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during after the Registration Period earlier of (i) expiration of the Lock-Up Period, (ii) the occurrence of a Change of Control or (iii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or S-4, X-0 xx any successor forms thereto, form thereto or (ii) filed solely in connection with a dividend reinvestment plan or an offering made solely pursuant to employee benefit plan covering officers or directors plans of the Company or its Affiliates) or for the account in connection with an acquisition of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPerson), whether or not for its own account, then the Company shall will give written notice of such the proposed filing to the Holders Purchasers as soon as practicable but in any event at least 15 30 calendar days before the anticipated filing date. Such date of such Registration Statement, which such notice shall will offer the Holders to Purchasers the opportunity to register such amount of Registrable Shares Securities as they each Purchaser may request (a "Piggyback Registration"). Subject to Section 3(b) hereof4(b), the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received from any Purchaser written requests for inclusion therein in that Piggyback Registration within 10 15 days after notice has been given to of the Holdersgiving of such notice. Each Holder shall Purchasers will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of the Piggyback Registration. The Company may at any time terminate a Piggyback Registration in its sole discretion without liability, provided that the offering to which such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders relates shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnbe terminated in its entirety.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on Form S-4, a registration on Form S-8 or any successor forms thereto, or (ii) filed relating solely to the sale of securities to participants in connection with a dividend reinvestment plan stock or employee benefit plan covering officers or directors and a registration permitted under Rule 462 of the Company or its Affiliates) or for the account of any holder of Securities Act registering additional securities of the same type class as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares were included in any an earlier registration statement to be filed by for the Company on behalf of such holdersame offering, and declared effective), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect . Each Holder shall be entitled to such two Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect Registrations pursuant to the Registrable Shares so withdrawnthis Section 3.

Right to Piggyback. If at any time during following the Registration Period the Company Effective Date IBC proposes to file a registration statement Registration Statement under the Securities Act with respect to a public offering of securities any of the same type as the Registrable Shares its Common Stock pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) on Form S-8 or any successor forms thereto, thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of any of the Company or its AffiliatesIBC Affiliated Group) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Common Stock, then the Company IBC shall give written notice of such proposed filing to the Holders at least 15 days Business Days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof5.02(b), the Company IBC shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company IBC has received written requests for inclusion therein within 10 days ten Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company IBC for the portion of the registration expenses payable with respect to the Registrable Shares Securities so withdrawn.

Right to Piggyback. If at any time during Except with respect to the filing of a Shelf Registration Period Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Company Corporation proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of Interests, other than in connection with and subsequent to, the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Initial Public Offering, whether or not for cash sale for its own account (other than a registration statement Registration Statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan (or employee benefit plan covering officers or directors of the Company or its Affiliatessimilar) or plan, but including, for the account avoidance of any holder of securities of doubt, in connection with the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderInitial Public Offering), then the Company Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the Holders at least 15 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the Stockholders that hold Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof5(b), the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities from all such holders with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time by giving notice to the Corporation at least two (2) Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with respect such registration the Corporation shall determine for any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, at any time prior to such Piggyback Registrationeffectiveness, give written notice of such determination to the withdrawing Holders Stockholders and thereupon the Corporation shall reimburse be relieved of its obligation to register such Registrable Securities in connection with the Company registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately thereafter to request that such registration be effected as a registration under Section 3 or 4 to the extent permitted thereunder or to continue such registration as a Demand Registration as if such Stockholder had requested such Demand Registration in the first instance (which continuation shall, for the portion avoidance of doubt, not require the registration expenses payable with respect to the Registrable Shares so withdrawnrestart of any applicable minimum notice provisions of Section 3 or 4).

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Securities, whether or not for cash sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form S-8 F-4, Form F-8 or any successor forms thereto, thereto or (ii) filed solely in connection with a to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors with respect to an issuance of shares by the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that required to comply with immediate legal or regulatory requirements or to meet the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Optimal Regulatory Capital, then the Company shall give prompt written notice of such proposed filing no later than five business days prior to the Holders at least 15 days before filing date (the anticipated filing date“Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (each, a "“Piggyback Registration"”). Subject to Section 3(b) hereof4.07(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 business days after notice has been given to the Holdersapplicable holder. Each Holder The Company shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (x) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (y) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration 7 8 statement (i) on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If the Company at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities any of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (ia) on Form S-8 or any successor forms form thereto, (b) on Form S-4 or any successor form thereto or (iic) filed relating solely in connection with to a dividend reinvestment plan transaction under Rule 145 under the Securities Act), whether or employee benefit plan covering officers or directors not for its own account, on a form that would permit registration of the Company or its Affiliates) or Registrable Securities for the account of any holder of securities of the same type as the Registrable Shares (sale to the extent that public under the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Securities Act, then the Company shall give prompt written notice (the “Piggyback Notice”) of such proposed filing to each Holder that beneficially owns 15% or more of the Holders Common Stock of the Company at least 15 days 10 Business Days before the anticipated filing date. Such notice The Piggyback Notice shall offer include the Holders number of shares of Common Stock proposed to be registered, the opportunity proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. Subject to Section 5.2, the Company shall use its reasonable best efforts to register such amount of Registrable Shares Securities as they each such Holder that beneficially owns 15% or more of the Common Stock of the Company may request specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the The Company shall use its reasonable best efforts to include in each such Piggyback Registration all Registrable Shares with respect to Securities for which the Company has received written requests for inclusion therein within 10 days 5 Business Days after notice has been given delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the Holders. Each Holder shall be permitted to withdraw all or any portion provisions of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnArticle VI.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give written notice it will so notify in writing all holders of such proposed filing Registrable Securities no later than twenty (20) days prior to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the issuance of the Company’s notice. Such holder’s notice has been given shall state the intended method of disposition of the Registrable Securities by such holder. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the holders of Registrable Securities and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If (a) Subject to the terms and conditions hereof, at any time during after the Registration Period second anniversary of the Closing of the transactions under the Securities Purchase Agreement, whenever the Company proposes to file a registration statement register any of the equity securities of the Company owned by the Existing Partners under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoAct, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 but not less than ten (10) business days before the anticipated filing datedate (the “Piggyback Notice”) to the Investor. Such notice The Piggyback Notice shall offer the Holders Investor the opportunity to register include in such amount registration statement a pro rata portion of Registrable Securities held by the Investor (based on the ratio of the number of Purchased Class A Shares held by Investor on the date such registration statement is filed to the number of Class A Shares held by the Existing Partners on the date such registration statement is filed (calculated as they may request if all of the then issued and outstanding Och-Ziff Operating Group A Units had been exchanged for Class A Shares pursuant to the terms of the Exchange Agreement, but disregarding any Class A restricted share units)) (the “Piggyback Amount”); provided, however, that the Piggyback Amountshall be reduced by the aggregate number of Class A Shares sold by the Investor pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act at any time during the 12-month period immediately prior to the date such registration is filed with the SEC (a "“Piggyback Registration"”). Subject to Section 3(b) hereof2.2hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities (up to the Piggyback Amount, as reduced) with respect to which the Company has Companyhas received a written requests for requestfor inclusion therein within 10 ten (10) days after notice such Piggyback Notice has been given to received by the HoldersInvestor. Each Holder The Investor shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of dateof such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution, sale or other transferby the Investorof the Registrable Securities included in such Registration Statement. For the avoidance of doubt, other than the restrictions on transfer required by law and as set forth in Section 2.3 hereof, nothing hereinshall be deemed to restrict the ability of the Investor to sell the Class A Shares pursuant to Rule 144. (b) Notwithstanding any provision in this Section 2.1 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting the Investor to effect a transfer of securities that is otherwise prohibited by the terms of the Securities Purchase Agreement or any other agreement between the Investor and the Company or any of its subsidiaries. (c) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 2.1 and prior to the time the registration statement filed in connection with respect to such Piggyback RegistrationRegistration is declared effective, the withdrawing Holders Company shall reimburse determine for any reason not to register such equity securities, the Company for the portion shall give written notice of the registration expenses payable with respect such determination to the Investor within five (5) days thereof and thereupon shall be relieved of its obligation to register any Registrable Shares so withdrawnSecurities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein).

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company Partnership proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Units by and for the account of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Partnership (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company Partnership shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company Partnership shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Partnership has received written requests for inclusion therein within 10 days after notice has been given to the Holdersapplicable holder. Each Holder The holders of Registrable Securities exercising their rights under this Section 3(a) shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Partnership shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement (which shall include a shelf registration statement and any shelf takedown) under the Securities Act (a “Registration Statement”) with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Stock, whether or not for cash sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement Registration Statement (ix) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiy) filed solely in connection with a to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give prompt written notice of such proposed filing no later than 10 Business Days prior to the Holders at least 15 days before filing date (the anticipated filing date“Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (each, a "“Piggyback Registration"”). Subject to Section 3(b) hereof2.1(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 days 5 Business Days after notice has been given to the Holdersapplicable holder. Each Holder The Company shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (x) 270 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (y) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement. Holders of Registrable Securities shall be entitled to include their Registrable Securities in an unlimited number of Piggyback Registrations pursuant to this Section 2.1(a).

Right to Piggyback. If at any time during Subject to the Registration Period last sentence of this subsection (1), whenever the Company proposes to file a registration statement register any shares of Common Stock (or securities convertible into or exchangeable for, or options, warrants or other rights to acquire, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (iA) registrations on Form S-4 or Form S-8 or any successor forms thereto, or and (iiB) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors the registration of the Company or its AffiliatesRecapitalization Shares (as hereinafter defined) or pursuant to subsection (c) below) and the registration form to be used may be used for the account of any holder of securities registration of the same type Registrable Securities (as the Registrable Shares defined in subsection (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request k) below) (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will give written notice to all Stockholders, at least thirty-five (35) days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in each such notice, and will, subject to subsection (a)(2) below, include in such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) business days after notice the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been given timely received will be registered by the Company and offered to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from public in a Piggyback Registration pursuant to this Section 4 on terms and conditions at any time prior least as favorable as those applicable to the effective date registration of shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold by the Company and by any other person selling under such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement ------------------ Registration Statement under the Securities Act with respect to a firm commitment underwritten public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement Registration Statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan plan), whether or employee benefit plan covering officers or directors of the Company or not for its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)own account, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities at least 15 fifteen (15) days before the anticipated filing datedate (the "Piggyback Notice"). Such notice The Piggyback Notice shall offer the such Holders the opportunity to register include in such Underwritten Offering such amount of Registrable Shares Securities as they each such Holder may request (a "Piggyback RegistrationUnderwritten Offering"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration Underwritten Offering all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable Holder (which request shall specify the intended method of distribution). Each Holder The Holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration Underwritten Offering at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnUnderwritten Offering.

Right to Piggyback. If at any time during During the Registration Period Period, whenever the Company proposes to file a registration statement register any shares of its Common Stock or Common Stock held by any stockholders of the Company under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) under Regulation A or relating to the Company’s employee benefit plans, exchange offers by the Company, or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-4 or Form S-8 or any successor forms thereto, or form) (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Registration”), then the Company shall give each of the Stockholders prompt written notice of such proposed filing thereof (but not less than ten (10) business days prior to the Holders at least 15 days before filing by the anticipated filing dateCompany with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall offer specify the Holders number of securities proposed to be registered, the opportunity proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of a Stockholder given to register the Secretary of the Company within ten (10) business days of the receipt by such Stockholder of the Piggyback Notice requesting that the Company include in such registration Registrable Securities owned by such Stockholder in an amount equal to or greater than the Requisite Amount (which written request shall specify the number of Registrable Shares as they may request (a "Piggyback Registration"Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received such written requests for inclusion therein within 10 days after notice has been given to inclusion, in accordance with the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnterms hereof.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering (except for the registration of securities of the same type as the Registrable Shares to be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee benefit plan on Form S-8 or any successor forms thereto, or (iiform then in effect) filed solely in connection with at any time other than pursuant to a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Demand Registration (a "Piggyback Registration"), it will so notify in writing all holders of Registrable Securities not later than the earlier to occur of (i) the 5th day following the Company's receipt of notice of exercise of other demand registration rights, or (ii) 30 days prior to the anticipated filing date. Subject to Section 3(bthe provisions of SECTIONS 4.0(c) hereofand (d), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 business days after notice has been given to the Holdersapplicable holder's receipt of the Company's notice. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior before the printing of the preliminary prospectus relating to the effective date of such Piggyback Registration; provided. If a Piggyback Registration is an underwritten offering effected under SECTION 4.0(c), howeverall Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If a Piggyback Registration is an underwritten offering effected under SECTION 4.0(d), that if such withdrawal occurs after all Persons whose securities are included in the filing of Piggyback Registration must sell their securities on the Registration Statement with respect same terms and conditions as apply to such the securities being sold by the Person(s) initiating the Piggyback Registration, the withdrawing Holders . A registration of Registrable Securities pursuant to this SECTION 4.0 shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.not be counted as a Demand Registration under SECTION 3.0

Right to Piggyback. If at any time during the Registration ------------------ Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). ---------------------- Subject to Section 3(b2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If Beginning on the date hereof and continuing until the fifth anniversary of an Initial Public Offering, if the Company at any time during the Registration Period the Company proposes to file a registration statement register any of its Class A Common Stock under the Securities Act (other than registrations on Form S-4 or S-8 or the equivalent thereof) with respect to a an underwritten public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a and the form of Registration Statement to be used may be used for the registration statement (i) on Form S-8 or any successor forms theretoof Registrable Securities, or (ii) filed solely the Company will give prompt written notice to all Shareholders of its intent to do so. Within 30 days after receipt of such notice, the Qualified Piggyback Shareholders may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any such proposed registration statement to be filed by the Company on behalf under the Securities Act of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request its Class A Common Stock (a "Piggyback Registration"). Subject Such written notice to Section 3(b) hereofthe Company shall specify the Registrable Securities intended to be disposed of by such Qualified Piggyback Shareholders. Upon receipt of such request, the Company shall include in each such Piggyback Registration will use its best efforts to register under the Securities Act all Registrable Shares with respect to Securities which the Company has received written requests for inclusion therein within 10 days after notice has been given so requested to register, to the Holders. Each Holder shall be permitted extent requisite to withdraw all or any portion permit the disposition of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Securities so to the effective date of such Piggyback Registrationbe registered; provided, however, that if such withdrawal occurs at any time after giving notice of its intent to register Class A Common Stock and before the filing effective date of the Registration Statement filed in connection with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Company determines for any reason not to register or to delay registration of such Class A Common Stock, the Company may, at its election, give notice of such determination to the Qualified Piggyback Shareholders, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof), and (ii) in the case of a determination to delay registering, the Company may delay registering any Registrable Securities for the portion of same period as the registration expenses payable with respect delay in registering such Class A Common Stock. The Qualified Piggyback Shareholders shall be entitled to the Registrable Shares so withdrawnrequest not more than four Piggyback Registrations.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (whether or not following a request by a holder of Common Stock) (a “Piggyback Registration”), or proposes to offer any Common Stock pursuant to a registration statement in an Underwritten Offering of Common Stock under the Securities Act with respect to (whether or not following a public offering request by a holder of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock) (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration, a “Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an Underwritten Offering under a Shelf Registration, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an Underwritten Offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than ten Business Days prior to the expected date of filing of such proposed filing Registration Statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"Section 7(b) and Section 7(c). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, (i) the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback RegistrationTakedown, and (ii) any Holder of Registrable Securities may withdraw its request for inclusion in such Piggyback Takedown by giving written notice to the Company; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If the Company at any time during the Registration Period the Company proposes to file a registration statement ------------------ register any of its preferred stock under the Securities Act with respect for sale to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash public, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of other shareholders or both (except with respect to registration statements on Form S-8 or another form not available for registering the same type as the Shelf Registrable Shares (Securities for sale to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request public) (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will promptly (but in any event within 30 days) give written notice to the Holders of its intention to effect such registration and a description of any underwriting agreement to be entered into with respect thereto and will include in each such Piggyback Registration registration all Shelf Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from Company's notice (a "Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationRequest"); provided, however, that if the Company -------- ------- shall not be required to include Shelf Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such withdrawal occurs after inclusion would make the filing use of such form unavailable. In the event that any Piggyback Registration Statement with respect to such shall be, in whole or in part, an underwritten public offering of preferred stock, any Piggyback Registration, Registration Request by the withdrawing Holders shall reimburse specify that either (i) such Shelf Registrable Securities are to be included in the Company for underwriting on the portion same terms and conditions as the shares of preferred stock otherwise being sold through underwriters under such registration, or (ii) such Shelf Registrable Securities are to be sold in the registration expenses payable with respect open market without any underwriting, on terms and conditions comparable to the Registrable Shares so withdrawnthose normally applicable to offerings of preferred stock in reasonably similar circumstances.

Right to Piggyback. If at At any time during after the Registration Period date hereof, whenever the Company proposes to file register voting ordinary shares, par value $1.00 per share, of the Company (“Common Shares”) (other than the Mandatory Shelf Registration Statement or a registration statement under the Securities Act with respect on Form S-4 or a registration relating solely to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash employee benefit plans), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities one or more securityholders of the same type as Company, and the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to the Shareholders (but, in the case of a registration pursuant to Section 2(a) by the Requesting Shareholder, excluding the Requesting Shareholder), of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after the date of the Company’s notice (a “Piggyback Registration”). Once a Shareholder has been given made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time fifth (5th) day prior to the anticipated effective date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration initiated by it and covered by this Section 3 prior to the effectiveness of such registration, howeverwhether or not a Shareholder has elected to include Registrable Securities in such registration, that if such withdrawal occurs after and except for the filing of the obligation to pay Registration Statement with respect Expenses pursuant to such Piggyback Registration, the withdrawing Holders shall reimburse Section 3(c) the Company will have no liability to any Shareholder in connection with such termination or withdrawal. A Piggyback Registration shall not be considered a Demand Registration for the portion purposes of the registration expenses payable with respect to the Registrable Shares so withdrawnSection 2 of this Agreement.

Right to Piggyback. If at any time If, during the Registration Period 30 months following the Closing Date, the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (securities, other than a Special Registration (as defined below), and the registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the registration or qualification for distribution of Securities, the Company on behalf of such holder), then the Company shall will give prompt written notice of such proposed filing to the Holders at least Purchasers of its intention to effect such a registration (but in no event less than 15 days before prior to the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject ) and, subject to Section 3(b) hereof4.15(e), the Company shall will include in each such Piggyback Registration registration all Registrable Warrant Shares, Dividend Shares and Redemption Shares with respect to which the Company has received written requests for inclusion therein within 10 ten (10) business days after the date of the Company’s notice (a “Piggyback Registration”). Any such person that has been given made such a written request may withdraw its Warrant Shares, Dividend Shares and/or Redemption Shares from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time fifth (5th) business day prior to the planned effective date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration under this Section 4.15(b) prior to the effectiveness of such registration, howeverwhether or not the Purchasers have elected to include Warrant Shares and/or Dividend Shares and Redemption Shares in such registration. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor forms thereto) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, that if such withdrawal occurs after the filing members of management, employees, consultants, customers, lenders or vendors of the Registration Statement Company or its direct or indirect Subsidiaries or in connection with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawndividend reinvestment plans.

Right to Piggyback. If If, at any time during following the Registration Period last day of the Holding Period, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Company, whether or not for cash sale for its own account (other than including, but not limited to, a registration statement Shelf Registration Statement on Form S-3 or any successor form, but excluding a Registration Statement that is (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Special Registration or employee benefit plan covering officers or directors of the Company or its Affiliates(ii) or for the account of any holder of securities of the same type as the Registrable Shares (pursuant to the extent that the Company has the right to include Registrable Shares a Demand Registration in any registration statement to be filed by the Company on behalf of such holderaccordance with Section 1 hereof), then the Company shall give written notice (a “Piggyback Notice”) as promptly as practicable, but not later than 30 days prior to the anticipated date of filing of such proposed filing Registration Statement, to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company registration and shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests notice from Holders for inclusion therein within 10 15 days after the date of the Company’s notice (a “Piggyback Registration”). Any Holder that has been given made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all or any portion of Company and the Registrable Shares of such Holder from a Piggyback Registration managing underwriter, if any, (i) at any time at least two Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement relating to such Piggyback Registration or (ii) solely with respect to an underwritten offering, 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 days preceding the date on which the Piggyback Notice was given. The Company may terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. There is no limitation on the number of Piggyback Registration, the withdrawing Holders shall reimburse Registrations pursuant to this Section 2(a) which the Company for the portion of the registration expenses payable with respect is obligated to the Registrable Shares so withdrawneffect. No Piggyback Registration shall count towards registrations required under Section 1.

Right to Piggyback. If Subject to the Transfer Restrictions, if at any time, and from time during the Registration Period to time, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (ia) on Form S-8 or any successor forms form thereto, (b) on Form S-4 or any successor form thereto or (iic) filed relating solely in connection with to a dividend reinvestment plan transaction under Rule 145 under the Securities Act), whether or employee benefit plan covering officers or directors not for its own account, on a form that would permit registration of the Company or its Affiliates) or Registrable Securities for the account of any holder of securities of the same type as the Registrable Shares (sale to the extent that public under the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderSecurities Act (a “Piggyback Registration”), then the Company shall will give written notice (the “Piggyback Notice”) of such proposed filing to the Holders at least 15 days five (5) Business Days before the anticipated filing date. Such notice shall will include the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such equity securities, any proposed managing underwriter of such equity securities and a good faith estimate by the Company of the proposed maximum offering price of such equity securities, and will offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration")on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be. Subject to Section 3(b) hereof, the The Company shall will include in each such Piggyback Registration all Registrable Shares with respect to Securities for which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given delivery of the Piggyback Notice, subject to Section 3.2. Notwithstanding anything to the Holders. Each Holder shall contrary in this Article III, the Company will not be permitted required to withdraw all or effect any portion of the Registrable Shares of such Holder from a Piggyback Registration at or to take any time prior action pursuant to this Section 3.1 if any such actions would be contrary to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTransfer Restrictions.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (iA) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 five (5) business days before the anticipated filing datedate (the “Piggyback Notice”) to the Stockholder. Such notice The Piggyback Notice shall offer the Holders Stockholder the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they the Stockholder may request (a "“Piggyback Registration"”). Subject to Section 3(b5(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 three (3) business days after notice has been given to the HoldersStockholder. Each Holder The Stockholder shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior by giving written notice to the effective date Corporation of such Piggyback Registrationits request to withdraw; provided, however, that if such withdrawal occurs after request must be made prior to the filing earlier of the Registration Statement execution of the underwriting agreement or the execution of the custody agreement with respect to such Piggyback Registration, registration and otherwise may only be made in accordance with procedures reasonably determined by the withdrawing Holders underwriters in connection with any underwriting arrangements. The foregoing piggyback rights shall reimburse expire on the Company for first date on which the portion of the registration expenses payable with respect to the Stockholder no longer owns any Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period while any Registrable Securities are outstanding the Company proposes and OPCO propose to file a registration statement under the Securities Act Registration Statement with respect to a public offering an Underwritten Offering of securities of the same type as the Registrable Paired Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) on Form S-8 or any successor forms theretoform or in connection with any employee or director welfare, benefit or compensation plan, (ii) filed solely on Form S-4 or any successor form or in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan or employee benefit plan covering officers or directors offered exclusively to existing holders of Paired Shares, (iv) in connection with an offering solely to employees of the Company and OPCO or its Affiliatestheir affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any successor form for the account of any holder a primary offering of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderand/or OPCO), then whether or not for their own account, the Company and OPCO shall give to Holders holding Unpaired Shares and Registrable Securities written notice of such proposed filing to the Holders at least 15 ten (10) business days before filing. The notice referred to in the anticipated filing date. Such notice preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall and OPCO will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has and OPCO have received written requests for inclusion therein within 10 days after notice has been given to the Holderstherein. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.