Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. The Company shall notify all Holders in writing at least thirty (30) days prior to filing any Registration Statement (including, but not limited to, Registration Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by such Holder. Each time Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company proposes in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to register any include in such Registration Statement. The Company thereupon will use its best efforts as a part of its equity securities (other than pursuant filing of such Registration Statement to an Excluded Registration) effect the registration under the Securities Act for sale of all Registrable Securities which the Company has been so requested to register by the Holder, to the public (whether for extent required to permit the account disposition of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall so to be given registered. If a Holder decides not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from any Registration Statement thereafter filed by the Company. Any , such Holder shall nevertheless continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 subsequent Registration Statement or Registration Statements as may be filed by giving written notice to the Company with respect to offerings of such withdrawal. Subject to Section 2.2.2 belowits securities, all upon the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredterms and conditions set forth herein.

Right to Piggyback. The Company shall notify all Holders in writing at least thirty (30) days prior to filing any Registration Statement (including, but not limited to, Registration Statements relating to secondary offerings of securities of the Company, but excluding --------- Registration Statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by such Holder. Each time Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company proposes in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to register any include in such Registration Statement. The Company thereupon will use its best efforts as a part of its equity securities (other than pursuant filing of such Registration Statement to an Excluded Registration) effect the registration under the Securities Act for sale of all Registrable Securities which the Company has been so requested to register by the Holder, to the public (whether for extent required to permit the account disposition of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall so to be given registered. If a Holder decides not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from any Registration Statement thereafter filed by the Company. Any , such Holder shall nevertheless continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 subsequent Registration Statement or Registration Statements as may be filed by giving written notice to the Company with respect to offerings of such withdrawal. Subject to Section 2.2.2 belowits securities, all upon the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredterms and conditions set forth herein.

Right to Piggyback. Each If at any time after the one year anniversary of this Agreement the Company proposes to register any file a Registration Statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration of its equity securities Registrable Securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company in connection with a registration statement on Forms S-4 or the account of S-8 or any securityholder of the Company) (a “Piggyback Registration”similar or successor form), the Company shall give prompt to Holders holding Registrable Securities written notice of such proposed filing at least thirty (30) calendar days before the anticipated filing. The notice referred to each Holder in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"). Subject to Section 3(b), the Company will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the written notice from the Company is given; provided, that the Company's obligations under this Section 3 shall terminate from and after the Termination Date. Each Holder will be given not less than ten (10permitted, subject to its compliance with the provisions of Section 2(a) days prior relating to the anticipated filing date reimbursement of the Company’s registration statement)'s expenses, which notice shall offer each such Holder the opportunity to include any withdraw all or all part of its Registrable Securities in such registration statement, subject from a Piggyback Registration at any time prior to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the effective date of such notice from Piggyback Registration. Notwithstanding the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowforegoing, the Company shall include in such will not be obligated to effect any registration statement all such of Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with under this Section 3 as a result of the registration of all any of its securities solely as direct consideration for mergers or acquisitions or offered solely in connection with exchange offers, dividend reinvestment and share purchase plans, rights offerings or option or other equity securities originally proposed to be registeredemployee benefit plans.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration or the IPO Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) a Demand Registration and other than pursuant to a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), or otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for sale to the public (whether its own account or for the account of one or more securityholders and the Company or is eligible to use a registration form for such offering that may be used for the account registration of any securityholder of the Company) Registrable Securities (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such a registration (which notice shall be given not less than ten fifteen (1015) days prior to the anticipated expected filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included thereinRegistration Statement; provided, however, that in the case of an Underwritten Offering under a Shelf Registration, such notice shall be given not less than seven (7) Business Days prior to the date of commencement of marketing efforts for such offering) and shall, subject to the provisions of Section 2(c) below, include in such Piggyback Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice. Notwithstanding anything to the contrary contained herein, the Company may at any time withdraw or cease proceeding determine not to proceed with any a registration which is the subject of such registration if it notice. A Piggyback Offering shall at not be considered a Demand Registration for purposes of this Agreement and the same time withdraw or cease proceeding with the registration rights to Piggyback Offerings may be exercised an unlimited number of all other equity securities originally proposed to be registeredoccasions.

Right to Piggyback. Each time Whenever the Company proposes (i) to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for sale to the public (whether its own account or for the account of the Company one or the account of any securityholder more stockholders of the Company) , and the registration form to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), or (ii) to file a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not but in no event less than ten (10) days prior to before the anticipated filing date of the Company’s such registration statement)statement or such prospectus supplement) written notice to all Holders of its intention to effect such a registration or filing, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer each such Holder to all Holders of Registrable Securities the opportunity to include any or all register the same of its such number of Registrable Securities in as such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company Holders may request in writing within five (stating the number of shares desired to be registered5) within ten (10) days Business Days after the date receipt of such written notice from the Company. Any Holder shall have the right The Company shall, subject to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowSections 2(d)(ii) and 2(d)(iii), the Company shall include in such registration statement or offering all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time withdraw or cease proceeding with in its sole discretion upon reasonable notice to any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredparticipating Holders.

Right to Piggyback. Each time the If The Company or its successor proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public on any registration form (whether otherwise than for the account registration of the securities to be USA and sold by The Company pursuant to (i) an employee benefit plan or the account any registration of any securityholder securities using SEC Form S-8, (ii) a dividend or interest reinvestment plan, (iii) other similar plans or (iv) reclassification of the Companysecurities, mergers, consolidations and acquisitions of assets) (permitting a “Piggyback Registration”)secondary offering or distribution, not less than 90 days prior to each such registration, the Company shall give prompt the Subscriber written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, upon the written request of a subscriber to each Holder of Registrable the USA Securities (which notice shall be given not less than ten (10a "USA Subscriber") days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) furnished within ten (10) 30 days after the date of any such notice from the Company. Any Holder shall have the right notice, proceed to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so his or her shares of USA common stock (the "Piggy-Back Shares") as have been requested by a USA Subscriber to be included therein; provided, however, that in such registration. The requesting USA Subscriber shall in his or her request describe briefly the proposed disposition of such Piggy-Back Shares. The Company may at any time withdraw or cease proceeding with any will in each instance use its best efforts to cause all such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed Piggy-Back Shares to be registeredregistered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by the USA Subscriber, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by such USA Subscriber.

Right to Piggyback. Each time the Company Corporation proposes to register offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder equity holder of the CompanyCorporation other than a Holder) (a “Piggyback RegistrationOffering”), the Company Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten twenty (1020) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CompanyCorporation’s registration statementstatement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementunderwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement underwritten offering shall so advise the Company Corporation in writing (stating the number and type of shares Registrable Securities desired to be registeredregistered or included) within ten fifteen (1015) days after the date of such notice from the CompanyCorporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below, the Company Corporation shall include in such registration statement underwritten offering all such Registrable Securities so requested to be included therein; provided. Notwithstanding the foregoing, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration offering if it shall at the same time withdraw or cease proceeding with the registration offering of all other equity securities originally proposed to be registeredincluded in such offering.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(ii) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 2.2(i) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(ii) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If the Company proposes to register file a registration statement under the Securities Act with respect to an equity security of the Company for its own account or for the account of any of its equity securities securityholders (other than pursuant to an Excluded Registration) under Section 2 and other than a registration statement on Form S-4 or S-8 (or any substitute forms adopted by the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”Commission)), then the Company shall give prompt written notice to each Holder the Holders of Registrable Securities its intention to effect such a registration (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing date of the Company’s such registration statement), which ) and such notice shall offer each such Holder the Holders who are holders of Registrable Shares the opportunity to include have any or all of its their Registrable Securities Shares included in such registration statement, subject to the limitations contained in Section 2.2.2 3(b) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement The Holders shall so advise the Company in writing within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date of receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion Company of such Holder’s 's desire to have their Registrable Securities in any registration statement pursuant to Shares registered under this Section 2.2.1 by giving written notice to the Company of such withdrawal3. Subject to Section 2.2.2 3(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included thereintherein pursuant to the piggyback rights granted under this Section 3(a); provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistered without any obligation to the Holders of any Registrable Securities. The Company (or such other Holders, as the case may be,) shall be entitled to select the investment banking firm or firms to manage any underwritten offering contemplated by this Section 3(a).

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act for its own account or for the account of any holder of Common Stock (other than pursuant to an Excluded the Current Registration Statement, other than pursuant to a Demand Registration) under , other than pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, other than in connection with a registration the Securities Act for sale primary purpose of which is to register debt securities (i.e., in connection with a so-called “Equity Kicker”), and, except, unless the public (whether for Company has received the account prior written consent of holders of a majority of the Company or the account of any securityholder of the CompanyBRS Registrable Securities, in connection with an initial Public Offering) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than ten (10) days prior to specify the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired intended to be registered) within ten (10) days after disposed of by such holder and the date intended method of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowdisposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included therein; providedregistered pursuant to this Section 3(a), howeversubject to Section 3(b) below, that with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who that desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwithdrawal prior to the date of filing of the registration statement. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If (i) the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act except for sale offerings pursuant to registration statements relating to employee benefit plans or with respect to corporate reorganization or other transactions under Rule 145 of the public Securities Act or otherwise registered on Form S-4 under the Securities Act (whether a “Qualified Public Offering”) and (ii) the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Holder Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities will at least thirty (which notice shall be given not less than ten (1030) days prior to a Qualified Public Offering give written notice to the anticipated filing date Holder of its intention to effect such a public offering. If the Holder desires to dispose of any of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities (as defined below) in such registration statementthe public offering, subject it shall provide written notice thereof to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing within fifteen (stating the number of shares desired to be registered) within ten (1015) days after the date receipt of any such notice from notice, specifying the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to the Company of such withdrawalHolder. Subject to Section 2.2.2 below11.1(b), the Company shall include in such will use its commercially reasonable efforts to effect the registration statement under the Securities Act of all such Holder Registrable Securities which the Company has been so requested to register by the Holder on the same terms and conditions as the securities otherwise being sold in such registration, to the extent requisite to permit the disposition of the Holder Registrable Securities requested to be included therein; provided, however, that so registered. Nothing in this Section 11.1 shall prevent the Company may from abandoning, at any time withdraw or cease proceeding with any such registration if it shall at time, an offering under which the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolder has requested a Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.1(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder other security holder of the CompanyCompany (not a Holder)) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each If at any time, and from time to time, the Company proposes to register file a registration statement under the Securities Act with respect to an offering of any class of its equity securities (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of the Company or its Affiliates pursuant to an Excluded Registrationa stock option, stock purchase or similar benefit plan or (c) relating solely to a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company will give written notice (whether for the account “Piggyback Notice”) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice 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 Company or proposed maximum offering price of such equity securities as such price is proposed to appear on the account facing page of any securityholder such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Securities as 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”), . The Company will include in each Piggyback Registration all Registrable Securities for which the Company shall give prompt has received written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date requests for inclusion within 5 Business Days after delivery of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementPiggyback Notice, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered3.2.

Right to Piggyback. Each time the Company proposes to register any class of its equity securities common stock (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which . Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten fifteen (1015) days after the date receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, provided that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistered and shall provide each Requesting Holder with prompt written notice of such withdrawal or cessation; provided, further that any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal ten (10) days prior to such registration statement becoming effective.

Right to Piggyback. Each time the Company SpinCo proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company SpinCo or the account of any securityholder of the CompanySpinCo) (a “Piggyback Registration”), the Company SpinCo shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten seven (107) days Business Days prior to the anticipated filing date of the CompanySpinCo’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company SpinCo in writing (stating the number of shares desired to be registered) within ten three (103) days Business Days after the date of such notice from the CompanySpinCo. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company SpinCo of such withdrawal. Subject to Section 2.2.2 below, the Company SpinCo shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company SpinCo may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 ‎2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 ‎2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 ‎2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Except with respect to the IPO and except to the extent provided in Section 5.01 with respect to Demand Registrations, and subject to the conditions set forth herein, whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale any of its Equity Securities (other than a registration relating to the public (whether for the account of the Company Company’s employee benefit plans or the account of any securityholder of management incentive plans, exchange offers by the Company, or a merger or acquisition of a business or assets by the Company, including a registration on Form S-4 or Form S-8 or any successor form) (a “Piggyback Registration”), the Company shall give all Shareholders holding Registrable Securities prompt written notice to each Holder of Registrable Securities thereof (which notice shall be given but not less than ten fifteen (1015) days Business Days prior to the anticipated filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all filing of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise with the SEC, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company in writing (stating of the number proposed minimum offering price of shares desired to be registered) such securities. Upon the written request of a Shareholder given within ten (10) days after the date Business Days of such notice from Shareholder’s receipt of the Company. Any Holder Piggyback Notice (which written request shall have specify the right to withdraw such Holder’s request for inclusion number of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to such Shareholder and the Company intended method of such withdrawal. Subject to Section 2.2.2 belowdistribution thereof), the Company shall shall, subject to Section 5.02(b), include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with any has received such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredwritten requests for inclusion.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder (and in any event within three (3) Business Days after the public filing of Registrable Securities (which notice shall be given not less than ten (10) days prior the registration statement relating to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity Piggyback Registration) to include any or all Holders of its Registrable Securities in intention to effect such registration statementPiggyback Registration and the proposed means of distribution and the proposed managing underwriter(s) (if any) and, subject to the limitations contained terms of Section 2(b) and Section 2(c), will include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities included in such registration statement shall so advise with respect to which the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after delivery of the date of Company’s notice; provided that the Company shall not be required to provide such notice from or include any Registrable Securities in such registration if MidCo elects not to include any MidCo Registrable Securities in such registration, unless MidCo otherwise consents in writing. MidCo may withdraw its request for inclusion at any time prior to executing the Companyunderwriting agreement, or if none, prior to the applicable registration statement becoming effective. Any Holder If MidCo decides not to include all of its Registrable Securities in any Piggyback Registration, MidCo shall continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredsubsequent Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (effect a “Piggyback Registration”), the Company shall give prompt written notice (in any event within 10 days after its receipt of notice of any exercise of other demand registration rights) to each Holder all Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration on the same terms as the Company and other Persons selling securities in connection with such registration all Registrable Securities (Common Stock with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 15 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice. The Company’s notice shall offer each specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Holder registration statement with the opportunity to include 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 any equity securities offered by the Company. The Company may postpone or all 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 Registrable Securities in such obligations to pay registration statement, subject expenses pursuant to the limitations contained in Section 2.2.2 hereof6. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right permitted to withdraw such Holder’s request for inclusion all or part of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may Common Stock from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effectiveness of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale (excluding (i) securities registered on Forms S-4 or S-8 or any similar successor forms and (ii) securities registered to effect the public (acquisition of, or combination with, another Person or related to any employee benefits plan or program), whether for the account of the Company or the account of any securityholder of the Company) , (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice in no event shall be given not less fewer than ten thirty (1030) days prior to the anticipated filing date of the Company’s registration statement), which ) to each Holder of Registrable Shares. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 4.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise notify the Company in writing (stating which notice shall specify the number of shares desired the Holder desires to be registeredhave included in the registration statement) within ten twenty (1020) days after receiving the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 4.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below4.2.2, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included in such registration statement and shall have the right to include any securities the Company proposes to sell therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Subject to Section 10(o), if the Company proposes to register file a registration statement under the Securities Act with respect to an offering of any class of its equity securities (other than pursuant a registration statement (i) on Form S-4, S-8 or any successor form thereto or (ii) filed solely in connexxxxx xxth a rights offering made to an Excluded Registration) under the Securities Act for sale to the public (whether for the account all of the Company holders of Common Stock or the account of any securityholder an offering made solely to employees of the Company) (a “Piggyback Registration”), whether or not for its own account, then the Company shall will give prompt written notice of such proposed filing to each Holder the holders of Registrable Securities (which notice shall be given not less than ten (10) at least 20 calendar days prior to before the anticipated filing date of the Company’s registration statement), which date. Such notice shall will offer each such Holder holders the opportunity to include any or all register such amount of its Registrable Securities in as each such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing holder may request (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 below3(b) and Section 10(o) hereof, the Company shall will include in each such registration statement Piggyback Registration all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein. The holders of Registrable Securities will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Company will be permitted to withdraw any proposed Registration Statement or cease proceeding with offering of securities under this Section 3(a) at any such registration if it shall at time without liability to any holder of Registrable Securities, in which case the same time withdraw or cease proceeding with Company will not be required to effect a registration, unless the registration requisite percentage of all other equity securities originally proposed to be registeredholders of Registrable Securities convert its request into a Demand Registration.

Right to Piggyback. Each time If the Company at any time proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of any of its Common Stock (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) 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 public under the Securities Act, then the Company shall give prompt written notice (whether for the account “Piggyback Notice”) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of Common Stock proposed to be registered, the 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 or shall use its reasonable best efforts to register such amount of Registrable Securities as each Holder may specify on the account of any securityholder same terms and conditions as the registration of the Company) ’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”), . The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company shall give prompt has received written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date requests for inclusion within 5 Business Days after delivery of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementPiggyback Notice, subject to the limitations contained in Section 2.2.2 hereof5.2 and Section 7.2. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the The Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to obligations under this Section 2.2.1 by giving written notice 5.1 are subject to the Company provisions of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredArticle VI.

Right to Piggyback. Each time If the Company proposes to register file a registration statement under the Securities Act with respect to an equity security of the Company for its own account or for the account of any of its equity securities security holders (other than pursuant to an Excluded Registration) under Section 2 and other than a registration statement on Form S-4 or S-8 (or any substitute forms adopted by the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”Commission)), including in connection with the initial public offering of Common Stock, then the Company shall give prompt written notice to each Holder the Holders of Registrable Securities its intention to effect such a registration (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing date of the Company’s such registration statement), which ) and such notice shall offer each such Holder the Holders who are holders of Registrable Shares the opportunity to include have any or all of its their Registrable Securities Shares included in such registration statement, subject to the limitations contained in Section 2.2.2 3(b) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement The Holders shall so advise the Company in writing within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date of receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion Company of such Holder’s 's desire to have their Registrable Securities in any registration statement pursuant to Shares registered under this Section 2.2.1 by giving written notice to the Company of such withdrawal3. Subject to Section 2.2.2 3(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included thereintherein pursuant to the piggyback rights granted under this Section 3(a); providedPROVIDED, howeverHOWEVER, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities Common Shares originally proposed to be registered. The Company shall be entitled to select the investment banking firm or firms to manage any underwritten offering contemplated by this Section 3(a).

Right to Piggyback. Each time Prior to the Termination Date, if the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Forms S-8 and S-4), whether for sale to the public (whether its own account or for the account of one or more holders of Shares (other than the Company or Investor), and the account form of any securityholder registration statement to be used may be used for registration of the Company) Registrable Shares (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Investor of its intention to effect such withdrawal. Subject a registration and, subject to Section 2.2.2 belowSections 3(b) and 3(c), the Company shall include in such registration statement all such Registrable Securities so requested and in any offering of Shares to be included therein; provided, however, made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from the Investor within seven Business Days after the Investor’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances (provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). The Company shall have no obligation to proceed with any Piggyback Registration and, upon written notice to the Investors, may delay, abandon, terminate and/or withdraw such registration in its sole discretion at any time withdraw or cease proceeding prior to the pricing thereof, and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with any such registration if it (but not from its obligation to pay expenses in accordance with Section 7 hereof), and (ii) in the case of a determination to delay registering, shall at be permitted to delay registering any Registrable Shares being registered pursuant to this Section 3(a) for the same time withdraw or cease proceeding with period as the registration of all delay in registering such other equity securities originally proposed to be registeredsecurities.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for sale to the public (whether its own account or for the account of the Company one or the account of any securityholder more stockholders of the Company) , and the registration form to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not but in no event less than ten (10) Business days prior to before the anticipated filing date of the Company’s such registration statement)) written notice to the Holders of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer each such Holder to the Holders the opportunity to include any or all register the same of its such number of Registrable Securities in such registration statement, subject to as the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company Holders may request in writing (stating the number of shares desired to be registered) within ten (10) days Business Days after the date receipt of such written notice from the Company. Any Holder shall have the right The Company shall, subject to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowSections 2(d)(ii) and 2(d)(iii), the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received written request for inclusion therein within ten (10) Business Days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time withdraw or cease proceeding with any such registration if it shall at in its sole discretion upon reasonable notice to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolders.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration or a registration on Form S-8 or any successor form) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and, subject to Section 2.02(c) and Section 2.02(d), shall include in such registration (and in all related registrations or qualifications under blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice notice; provided that the Company shall offer each such Holder not include in any Piggyback Registration that is an underwritten offering any securities that are held by an employee of the opportunity to include Company or any or all of its Registrable Securities Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters. Notwithstanding the above, in such the case of a registration statementin connection with an Initial Public Offering initially filed prior to December 31, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving 2011, written notice to by the Company of its proposal to register its securities need not be delivered to holders of Registrable Securities until after the initial filing by the Company of a registration statement under the Securities Act to register such withdrawal. Subject to Section 2.2.2 below, securities and the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests for inclusion therein within 10 days after receipt of the same time withdraw or cease proceeding with Company’s notice, subject to the registration of all other equity securities originally proposed to be registeredlimitations and priorities set forth in this Section 2.02.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the 1933 Act (other than (i) a registration pursuant to an Excluded Section 2(a), (ii) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Securities to participate in such Demand Registration is addressed by Section 3(a), (iii) under in connection with a registration the Securities Act for primary purpose of which is to register debt securities, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities) and the registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement or, at any time after the Company becomes subject to each Holder the reporting requirements of the 1934 Act, within three (3) Business Days after the filing of the Registration Statement relating to the Piggyback Registration) to all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior of its intention to effect such Piggyback Registration and, subject to the anticipated filing date terms of Section 4(c) and Section 4(d), shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after delivery of the Company’s registration statement), which notice shall offer each notice; provided that any such Holder the opportunity to include any or all of other holder may withdraw its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at none, prior to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredapplicable Registration Statement becoming effective.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities of the same class (other than pursuant to an Excluded Registration or a Demand Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares Registrable Shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to Article II hereto, in which case the obligations of the Company set forth in Article II shall apply, or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.02(b) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.02(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.02(b), below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each If at any time the Company proposes shall propose to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act for sale (other than in a registration statement on Form S-3 relating to sales of securities to participants in a Company dividend reinvestment plan, or Form S-4 or S-8 or any successor form or in connection with an acquisition or exchange offer or an offering of securities solely to the public (whether for the account of the Company existing shareholders or the account of any securityholder employees of the Company), the Company (i) shall give prompt written notice to all Holders of its intention to effect such a registration and, (ii) subject to Section 3(b) and the other terms of this Agreement, will include in such registration all Registrable Securities which are permitted under applicable securities laws to be included in the form of Registration Statement selected by the Company and with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice (each, a “Piggyback Registration”), . A Holder will be permitted to withdraw all or any part of the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall requested by such Holder to be given not less than ten (10) days included therein from a Piggyback Registration at any time prior to the anticipated filing effective date of such Piggyback Registration. Notwithstanding anything in this Section 3 to the Company’s registration statement)contrary, which notice the rights of the Holders under this Section 3 shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, be subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires rights, including rights of priority and rights related to have its Registrable Securities included in such registration statement shall so advise the selection of underwriters, of certain security holders of the Company to cause the Company to effect a demand registration pursuant to Section 2 of the EIS Registration Rights Agreement, as in writing (stating the number effect as of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredhereof.

Right to Piggyback. Each time the Company Coachmen proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Coachmen or the account of any securityholder of the CompanyCoachmen) (other than employee compensation plans registrable on Form S-8, any merger or other transaction subject to Rule 145, or any A-B exchange offer of debt securities) (a “Piggyback Registration”), the Company Coachmen shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the CompanyCoachmen’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Resale Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.3(b) hereof. Each Holder who desires to have its Registrable Securities Resale Shares included in such registration statement shall so advise the Company Coachmen in writing (stating the number of such shares desired to be registered) within ten (10) days after the date of such notice from the CompanyCoachmen. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Resale Shares in any registration statement pursuant to this Section 2.2.1 2.3(a) by giving written notice to the Company Coachmen of such withdrawalwithdrawal prior to the date of effectiveness of the underlying registration statement. Subject to Section 2.2.2 2.3(b) below, the Company Coachmen shall include in such registration statement all such Registrable Securities Resale Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each (a) Subject to the terms and conditions hereof, at any time after the first anniversary of the closing of the Offering, whenever the Company proposes to register register, either for its own account or the account of a security holder or holders, any shares of its equity securities (other than pursuant to an Excluded Registration) Trust Stock under the Securities Act for sale and the form of registration statement (the "Company Registration Statement") to the public (whether be used, may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Shares (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date Manager of the Company’s 's intention to effect such a registration statement), which notice and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing Registration Statement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (stating the number of shares desired to be registered20) within ten (10) calendar days after the date receipt of such notice from the Company. Any Holder 's notice. (b) Notwithstanding the foregoing, the Company shall not be required to notify the Manager or include Registrable Shares in any registration (i) on Form X-0, X-0 or S-8 under the Securities Act or their successor forms relating solely to stock purchase or similar plans, (ii) on Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) on any other form (other than Form X-0, X-0, X-0, XX-0 or SB-2, or their successor forms) which does not include substantially the same information as would be required to be included in a Shelf Registration Statement covering a registration pursuant to Section 2 above. (c) The Company shall have the right to terminate or withdraw such Holder’s request for inclusion any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such Holder’s Registrable Securities in any registration statement pursuant Company Registration Statement, whether or not the Manager has elected to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include securities in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRegistration Statement.

Right to Piggyback. Each time the Company Partnership proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Partnership or the account of any securityholder of the CompanyPartnership) (a “Piggyback Registration”), the Company Partnership shall give prompt written notice to each Holder of Registrable Securities Units (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the CompanyPartnership’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Units in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Units included in such registration statement shall so advise the Company Partnership in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the CompanyPartnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Units in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Partnership of such withdrawal. Subject to Section 2.2.2 below, the Company Partnership shall include in such registration statement all such Registrable Securities Units so requested to be included therein; provided, however, that the Company Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities at any time after a Qualified IPO (other than pursuant to an Excluded RegistrationRegistration or a Demand Request) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder other than a Management Holder (including Henrx xxxil such time as he ceases to be employed by the Company), and, to the extent permitted by the underwriter, each Management Holder, who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.Subject

Right to Piggyback. Each If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes to register or sell any of its equity securities under the Securities Act, including pursuant to any shelf registration statement (other than pursuant (i) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (ii) a registration relating solely to an Excluded Registrationemployment benefit plans, (iii) under in connection with a registration the Securities Act primary purpose of which is to register debt securities, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), whether or not for sale its own account, and the registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a Piggyback Registration reasonably in advance of (which notice shall be given not less than and in any event, at least ten (10) days prior to Business Days before) the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementstatement and, subject to the limitations contained in Section 2.2.2 terms of Sections 3(c) and 3(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration statement requirements and in any related underwriting) all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received written requests for inclusion therein within five (5) Business Days after the delivery of the Company’s notice; provided that any such other holder may withdraw all or part of its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of his or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have his or its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares Registrable Shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Commencing 180 days following the closing of an initial Public Offering, whenever the Company proposes to register any make a primary offering of its equity securities (other than pursuant or securities convertible or exchangeable into such securities and to an Excluded Registration) register such securities under the Securities Act for sale (other than (i) pursuant to a Demand Registration to which the public provisions of Section 2 shall apply, (whether ii) a registration statement on Form X-0, X-0 or S-3 (with respect to dividend reinvestment plans and similar plans) or any successor forms or (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”)), and the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration. The Company shall include in any such registration by it all Registrable Securities with respect to which notice shall be given not less than ten (10) it has received written requests for inclusion therein within 30 days prior to after the anticipated filing date receipt by such holders of the Company’s registration statement)notice; provided, which notice shall offer each such Holder the opportunity to include any or all of its that Management Registrable Securities shall be included in such registration statementa public offering of the Company only if, subject and only to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so extent that, the managing underwriters advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of that in their opinion such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Management Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to can be sold therein without adversely affecting the Company marketability of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredoffering.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) a Demand Registration and other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor forms thereto), or otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for sale to the public (whether its own account or for the account of one or more securityholders and the Company or is eligible to use a registration form for such offering that may be used for the account registration of any securityholder of the Company) Registrable Securities (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such a registration (which notice shall be given not less than ten fifteen (1015) days prior to the anticipated expected filing date of the Company’s registration statement); provided, which however, that in the case of an Underwritten Offering under a Shelf Registration, such notice shall offer each be given not less than five (5) Business Days prior to the date of commencement of marketing efforts for such Holder the opportunity to include any or all of its Registrable Securities in such registration statementoffering) and shall, subject to the limitations contained provisions of Section 2(c) below, include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Offering all Registrable Securities included in such registration statement shall so advise with respect to which the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after the date receipt of such notice from the Company’s notice. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice Notwithstanding anything to the Company of such withdrawal. Subject to Section 2.2.2 belowcontrary contained herein, the Company may determine not to proceed with a registration which is the subject of such notice. A Piggyback Offering shall include in such registration statement all such Registrable Securities so requested not be considered a Demand Registration for purposes of this Agreement and the rights to Piggyback Offerings may be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration exercised an unlimited number of all other equity securities originally proposed to be registeredoccasions.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Trust proposes to register any of its equity securities (other than pursuant to an Excluded RegistrationRegistration or the IPO Registration Statement) any of its shares of beneficial interest ("Shares") under the Securities Act for sale to the public (whether for the account of the Company Trust or the account of any securityholder security holder of the CompanyTrust) (a “"Piggyback Registration”"), the Company Trust shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s Trust's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company Trust in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the CompanyTrust. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Trust of such withdrawal. Subject to Section 2.2.2 below, the Company Trust shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Trust may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than ten (10) 20 days prior to the anticipated filing date of the Company’s 's registration statement), which . Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, provided that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. Notwithstanding this Section 2.2.1, a Piggyback Registration shall not include any registration statement which is initiated by the Company and for which the intended use of all of the net proceeds by the Company is to cause CPE LLC to redeem Membership Units from one or more Holders in exchange for cash.

Right to Piggyback. Each If at any time the Company proposes to register any file a Registration Statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration of its equity securities Registrable Securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company in connection with a registration statement on Forms S-4 or the account of S-8 or any securityholder of the Company) (a “Piggyback Registration”similar or successor form), the Company shall give prompt to Holders holding Registrable Securities, written notice of such proposed filing at least twenty (20) days before the anticipated filing. The notice referred to each Holder in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (which notice shall be given not less than ten (10) days prior a "PIGGYBACK REGISTRATION"). Subject to the anticipated filing date of the Company’s registration statementSection 4(b), which notice shall offer the Company will include in each such Holder the opportunity to include Piggyback Registration (and any or related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all of its Registrable Securities in such registration statement, subject with respect to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise which the Company in writing has received written requests for inclusion therein within fifteen (stating the number of shares desired to be registered) within ten (1015) days after the written notice from the Company is given. The Holders will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such notice from Piggyback Registration. Notwithstanding the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowforegoing, the Company shall include in such will not be obligated to effect any registration statement all such of Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with under this Section 4 as a result of the registration of all any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of the Common Stock, rights offerings or option or other equity securities originally proposed to be registeredemployee benefit plans.

Right to Piggyback. Each time From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S4), or a registration effected in connection with an acquisition), and the form of registration statement to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall will give prompt written notice (the "Notice") to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Investors of its Registrable Securities intention to effect such a registration and will include in such registration statementall Registrable Securities with respect to which the Company has received written requests for inclusion therein, subject to the limitations contained in provisions of Section 2.2.2 2.3 and 2.4 hereof. Each Holder who desires Such requests for inclusion shall be in writing and delivered to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating within 20 days after the Investor's receipt of the Notice and shall specify the number of shares desired Registrable Securities intended to be registered) within ten (10) days after disposed of and the date intended method of such notice from the Companydistribution thereof. Any Holder holder shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Securities in any registration statement Registration Statement pursuant to this Section 2.2.1 2.1 by giving written notice to the Company of such withdrawalits request to withdraw. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the The Company may withdraw a Piggyback Registration at any time withdraw prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the holder is not then entitled to offer to sell whether by contractual restriction or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredby law.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the 1933 Act (other than pursuant to an Excluded RegistrationSection 2 of the Agreement) under the Securities Act in connection with a public offering of such securities for sale cash (other than a registration relating solely to the public (whether for the account sale of the Company or the account of any securityholder securities to participants in a stock incentive plan of the Company, in their capacity as such) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder (and in any event within five (5) Business Days after its receipt of Registrable Securities (which notice shall be given not less of any exercise of demand registration rights other than ten (10) days prior to the anticipated filing date of the Company’s registration statementunder this Agreement), which notice shall offer each such Holder describe the opportunity offering contemplated thereby, to include any or all Investors of its Registrable Securities intention to effect such a registration and will include in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its all Registrable Securities included held by any Investors (in such registration statement shall so advise accordance with the priorities set forth in Sections 3(b) and 3(c) below) with respect to which the Company in writing has received written requests for inclusion within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date delivery of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included thereinnotice; provided, however, that if the Piggyback Registration is for an offering pursuant to Rule 415, the Company may at shall not be required to include in the applicable Registration Statement a number of Registrable Securities in excess of the Permitted Registration Amount; provided, further, that the Company shall have the right to terminate or withdraw any time withdraw or cease proceeding with any Piggyback Registration initiated by it under this Section 3(a) before the effective date of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under a transaction described in Rule 145 of the Securities Act or on Form S-8), whether or not for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)its own account, the Company shall will each time give prompt written confidential notice of such proposed filing to each Holder of Registrable Securities all Holders (which notice shall be given not less than ten (10i) in all cases at least 20 days prior to before the anticipated filing date and (ii) in the case of a proposed registration in connection with the Company’s exercise of any demand registration statement), which rights (other than the demand registration rights under Section 1) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer each such Holder Holders the opportunity to include any or all register such amount of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement as they shall so advise the Company in writing request (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 belowSections 3(b) and 3(c) hereof, the Company shall include in each such registration statement Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities so requested to shall be included therein; provided, however, that in the Company may underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective time of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Common Units under the Securities Act for its own account or for the account of any holder of Common Units (other than pursuant to a Demand Registration (in which case, the ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2 hereof, including Section 2(a)(ii) hereof)), other than pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form, other than in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), and other than in connection with an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Companyinitial Public Offering) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than ten (10) days prior to specify the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired intended to be registered) within ten (10) days after disposed of by such holder and the date intended method of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowdisposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included therein; providedregistered pursuant to this Section 3(a), howeversubject to Section 3(b) below, that with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Company, pursuant to a Demand Registration, or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded a Demand Registration) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt prior written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 terms of paragraphs 2.2(c) and 2.2(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company's notice; provided, that the registration of the Company's Common Stock on Form S-1 in connection with the initial public offering of the Common Stock (the "IPO") shall be deemed a Piggyback Registration for the purposes of this Agreement (and any other agreement, including any stock-based award agreement issued under the Company's equity incentive plan or plans); provided, further, however, that the Company may at shall not be required to: (i) provide any time withdraw or cease proceeding with notice under this Agreement to any such registration if it shall at the same time withdraw or cease proceeding holders of Registrable Securities of its intention to register shares of Common Stock in connection with the IPO and (ii) include in the registration statement filed in connection with the IPO any Registrable Securities, and the holders of all other equity securities originally proposed Registrable Securities acknowledge and agree that such holders have no right to be registeredrequire the Company to register the Registrable Securities on a registration statement filed in connection with the IPO.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration or the IPO Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section SECTION 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section SECTION 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section SECTION 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Issuer proposes to register any ------------------ of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration or a registration on Form X-0, Xxxx X-0 or any successor forms) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to each Holder all holders of Investor Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all and Other Registrable Securities of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 terms of paragraphs 2(c) and 2(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement (and in all such related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities so requested and Other Registrable Securities with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Company shall not be required to include in any such registration Piggyback Registration any Investor Registrable Securities or any Other Registrable Securities held by any such holder if it shall such holder (and all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), at the same time withdraw or cease proceeding with of filing of the registration statement for such Piggyback Registration, would be permitted to sell all of all other equity securities originally proposed the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration, pursuant to be registeredRule 144 during the 90-day period commencing upon any such Piggyback Registration.

Right to Piggyback. Each If at any time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act file a Registration Statement, whether or not for sale to the public (whether for the account Company’s own account, on a form and in a manner that would also permit registration of Registrable Securities, the Company or shall give to Holders holding Registrable Securities, written notice of such proposed filing at least thirty (30) calendar days before the account anticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of any securityholder of the Company) Registrable Securities as each Holder may request (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below3(b), the Company shall will include in each such registration statement Piggyback Registration all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein. Subject to clause (2) of the proviso at the end of Section 2(a), the Holders will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with prior to the effective date of such Piggyback Registration. Notwithstanding the foregoing, the Company will not be obligated to effect any such registration if it shall at the same time withdraw or cease proceeding with of Registrable Securities under this Section 3 as a result of the registration of all any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of the Common Stock, rights offerings or option or other equity securities originally proposed to be registeredemployee benefit plans.

Right to Piggyback. Each time prior to the Termination Date that the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Company Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for sale to the public (whether its own account or for the account of the one or more holders of Company or the account of any securityholder Shares other than of the Company) Holder (a “Piggyback Proposed Registration”), the Company shall promptly give prompt written notice to each the Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated expected filing date of the Company’s registration statement), which notice Proposed Registration and shall describe the intended method of distribution for the offering relating to the Proposed Registration) of such Proposed Registration and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in any registration statement pursuant the Proposed Registration (a “Piggyback Registration”), subject to this Section 2.2.1 Sections 3(b) and 3(c) hereof. The Holder shall have ten Business Days after the Holder’s receipt of such notice or, in the case of a primary offering, such shorter time as is reasonably specified by giving written notice to the Company in light of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such circumstances (provided that only Registrable Securities so of the same class or classes as Company Shares being registered may be requested to be included therein; providedincluded). The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, however, that terminate and/or withdraw such registration for any reason at any time. If the Company may at or any time withdraw other Person other than the Holder proposes to sell Company 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 cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed secondary underwritten offering pursuant to be registereda Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register -------------------- any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the CompanyCompany and including any registration statement pursuant to Rule 415 under the Securities Act (such as a "universal shelf" registration statement), including the Replacement Shelf Registration Statement) (or proposes to make such an offering of equity securities pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s Company s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredregistered and the intended method of disposition) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall use all commercially reasonable efforts to include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each (a) Subject to the terms and conditions hereof, at any time after the first anniversary of the closing of the Offering, whenever the Company proposes to register register, either for its own account or the account of a security holder or holders, any shares of its equity securities (other than pursuant to an Excluded Registration) Trust Stock under the Securities Act for sale and the form of registration statement (the "Company Registration Statement") to the public (whether be used, may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Shares (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date Manager of the Company’s 's intention to effect such a registration statement), which notice and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing Registration Statement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (stating the number of shares desired to be registered20) within ten (10) calendar days after the date receipt of such notice from the Company. Any Holder 's notice. (b) Notwithstanding the foregoing, the Company shall not be required to notify the Manager or include Registrable Shares in any registration (i) on Form X-0, X-0 or S-8 under the Securities Act or their successor forms relating solely to stock purchase or other equity plans, (ii) on Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) on any other form (other than Form X-0, X-0, X-0, XX-0 or SB-2, or their successor forms) which does not include substantially the same information as would be required to be included in a Shelf Registration Statement covering a registration pursuant to Section 2 above. (c) The Company shall have the right to terminate or withdraw such Holder’s request for inclusion any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such Holder’s Registrable Securities in any registration statement pursuant Company Registration Statement, whether or not the Manager has elected to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include securities in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRegistration Statement.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act of 1933 for sale to the public (public, whether for the account of the Company or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”), and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities 5Net5 Corp. (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder 5Net5 Corp. the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 11.2 hereof. Each Holder who If 5Net5 Corp. desires to have its Registrable Securities Shares included in such registration statement statement, it shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder 5Net5 Corp. shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 11.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 11.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any shares of its equity securities Common Stock under the Securities Act (in the case of all holders of Registrable Securities except holders of Sigma Registrable Securities, other than pursuant to an Excluded a Demand Registration) under , and in the Securities Act for sale case of all holders of Registrable Securities, other than pursuant to a registration statement on Form S-8 or S-4 or any similar form or in connection with a registration the public primary purpose of which is to register debt securities (whether i.e., in connection with a so-called "equity kicker")), and a registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration. The Company shall include in any such registration by it all Registrable Securities with respect to which notice shall be given not less than ten (10) it has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement)'s notice. Notwithstanding the foregoing, in connection only with the initial registered public offering of the Company's securities which notice shall offer each such Holder the opportunity to include any or all of its offering is a primary offering, no Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities shall be included in such registration statement shall so advise without the prior written consent of the Company; provided, that if the Company consents to include in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s registration any Registrable Securities in held by any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company holder of such withdrawal. Subject to Section 2.2.2 belowRegistrable Securities, the Company shall consent to include in such registration statement all such the Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding of all holders of Registrable Securities in accordance with the registration provisions of all other equity securities originally proposed to be registeredSection 3(c) below.

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the CompanyCorporation’s registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her, or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof5.5(b). Each Holder Stockholder who desires to have his, her, or its Registrable Securities Shares included in such registration statement (each a “Requesting Stockholder”) shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such HolderStockholder’s request for inclusion of such HolderStockholder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.5(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below5.5(b), the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale its own account, then the Company shall give written notice of such proposed filing to the public holders of Registrable Securities at least fifteen (whether for 15) days before the account anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register in such registration statement such amount of the Company or the account of any securityholder of the Company) Registrable Securities as each such holder may request (a “"Piggyback Registration”"). Subject to Section 5(b) hereof, the Company shall give prompt written notice to include in each Holder of such Piggyback Registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such notice from Piggyback Registration. The Company shall not be required to maintain the Company. Any Holder shall have effectiveness of the right Registration Statement beyond the earlier to withdraw such Holder’s request for inclusion occur of such Holder’s (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include included in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRegistration Statement.

Right to Piggyback. Each If at any time from the date hereof until the earlier of July 31, 2013 or second anniversary of the release of all of the Escrow Shares by the Escrow Agent under the Escrow Agreement, the Company proposes to register any of its equity securities (other than proposes, either unilaterally or pursuant to an Excluded Registration) the exercise of demand registration rights by a third party, to file a registration statement under the Securities Act (except with respect to registration statements on Forms S-4 or S-8, or any other form not available for registering the Registrable Securities for sale to the public generally) (whether a “Registration Statement”) with respect to an offering for its own account or for the account of another person (other than the Holders in their capacity as such) of LSI Shares (a “Proposed Registration”), then the Company shall in each case give written notice (the “Piggyback Notice”) of such proposed filing to each Holder at least fifteen (15) days before the anticipated filing date, and shall, subject to the terms and conditions herein, include in such Registration Statement such amount of Registrable Securities as the Holder may request within five (5) days of the receipt of such notice (each a “Piggyback Reply Notice”.) The Company shall register (“Piggyback Registration”) such Registrable Securities on the same terms and subject to the same conditions applicable to the registration in the Proposed Registration of securities to be sold by the Company or the account of any securityholder of the Company) (a “Piggyback persons selling under such Proposed Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, The Holders acknowledge that the Company may at any time withdraw or cease proceeding with any such makes no representation regarding its eligibility to file a registration if it shall at the same time withdraw or cease proceeding statement on Form S-3 with the registration of all other equity securities originally proposed to be registeredCommission.

Right to Piggyback. Each If at any time after the expiration of the Lock-up Period (as defined in Section 7.12 of the Purchase and Sale Agreement) until the termination of this Agreement, the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of Registration Statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each the Holder of Registrable Securities (which notice shall be given not less than ten fifteen (1015) days prior to the anticipated filing date of the Company’s registration statementdate), which notice shall offer each such the Holder the opportunity to include any or all of its Registrable Securities in such registration statementRegistration Statement, subject to the limitations contained in Section 2.2.2 1.1(b) hereof. Each If the Holder who (in such capacity, the “Participating Holder”) desires to have its Registrable Securities included in such registration statement Registration Statement, it shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any For the avoidance of doubt, the Holder shall may not request to have the right to withdraw such Holder’s request for inclusion of such Holder’s its Registrable Securities included in any registration statement pursuant to this Section 2.2.1 by giving written notice to Registration Statement before the Company expiration of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.Lock-Up

Right to Piggyback. Each time If (i) the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act except for sale offerings pursuant to registration statements relating to employee benefit plans or with respect to corporate reorganization or other transactions under Rule 145 of the public Securities Act or otherwise registered on Form S-4 under the Securities Act (whether a "Qualified Public Offering") and (ii) the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Holder Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities will at least thirty (which notice shall be given not less than ten (1030) days prior to a Qualified Public Offering give written notice to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its intention to effect such a public offering. If the Holder desires to dispose of any the Holder Registrable Securities (as defined below) in such registration statementthe public offering, subject it shall provide written notice thereof to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing within fifteen (stating the number of shares desired to be registered) within ten (1015) days after the date receipt of any such notice from notice, specifying the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to the Company of such withdrawalHolder. Subject to Section 2.2.2 below11.1(b), the Company shall include in such will use its commercially reasonable efforts to effect the registration statement under the Securities Act of all such Holder Registrable Securities which the Company has been so requested to register by the Holder on the same terms and conditions as the securities otherwise being sold in such registration, to the extent requisite to permit the disposition of the Holder Registrable Securities requested to be included therein; provided, however, that so registered. Nothing in this Section 11.1 shall prevent the Company may from abandoning, at any time withdraw or cease proceeding with any such registration if it shall at time, an offering under which the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolder has requested a Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder other security holder of the CompanyCompany (not a Holder)) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such HolderXxxxxx’s request for inclusion of such HolderXxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s Corporation's registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof5.3(b). Each Holder Stockholder who desires to have his, her or its Registrable Securities Shares included in such registration statement (each a "Requesting Stockholder") shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such Holder’s Stockholder's request for inclusion of such Holder’s Stockholder's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.3(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 5.3(b) below, the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If the Company proposes to register file any of its equity securities registration statement (other than a registration statement filed pursuant to an Excluded Registrationany of the Prior Registration Rights Agreements) under the Securities Act for sale to the purposes of a public offering of its securities (whether or not for the sale for its own account and including, but not limited to, registration statements relating to secondary offerings of securities of the Company (including and such registration statement filed pursuant to Section 1 or the account of any securityholder of the Company2 hereof)) (a “"Piggyback Registration”"), the Company shall will give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to all the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Securities in intention to effect such a registration statementand shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires 4(b), use all commercially reasonable efforts to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within 30 days after the receipt of the Company's notice; provided, however, that the Company (or a Requesting Holder in the case of a registration statement filed pursuant to Section 1 or 2 hereof) may at any time withdraw or cease proceeding with any such registration Piggyback Registration if it shall (or a Requesting Holder in the case of a registration stnt filed pursuant to Section 1 or 2 hereof) will at the same time withdraw or cease proceeding with the registration of all other equity Company securities originally proposed to be registered. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal within five (5) Business Days prior to the anticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. Each time Whenever prior to the Termination Date the Company proposes (i) to register any of its equity securities (other than pursuant to an Excluded Registration) LLC Interests under the Securities Act (other than on a registration statement on Form S-8 or S-4), whether for sale to the public (whether its own account or for the account of one or more holders of LLC Interests, and the Company form of registration statement to be used may be used for any registration of Registrable Securities or (ii) to sell LLC Interests that have already been registered “off the account of any securityholder of the Company) shelf” pursuant to a prospectus supplement (a “Shelf Takedown”) and Registrable Securities can be included in such Shelf Takedown (each a “Piggyback RegistrationEvent”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) at least 10 calendar days prior to the anticipated filing date of proposed offering to the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Xxxxxxx Trust of its Registrable Securities in intention to effect such a registration statementand/or Shelf Takedown and, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredSections 3(b) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowand 3(c), the Company shall include in such registration statement and in any offering of LLC Interests to be made pursuant to that registration statement and/or Shelf Takedown all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received a written request for inclusion therein from the Xxxxxxx Trust within 10 calendar days after the Xxxxxxx Trust’s receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such registration and/or Shelf Takedown for any reason at any time withdraw or cease proceeding with any such registration if it shall at prior to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredpricing thereof.

Right to Piggyback. Each time (i) If the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of Company Securities whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, or (iii) filed to register for resale securities issued by the public (whether for the account Company in an acquisition or merger transaction or other transaction to which Rule 145 or any other similar rule of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”Commission is applicable), then, each such time, the Company shall give prompt written notice to each Holder of Registrable Securities such proposed filing at least twenty (which notice shall be given not less than ten (1020) days prior to before the anticipated filing date of (the Company’s registration statement), which notice “Piggyback Notice”) to all Holders. The Piggyback Notice shall offer each such Holder the Holders the opportunity to include any (or all of its Registrable Securities in such registration statement, subject cause to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included be included) in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of as each such withdrawalHolder may request (a “Piggyback Registration”). Subject to Section 2.2.2 below3(b) hereof, the Company shall include in each such registration statement Piggyback Registration all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein within fifteen (15) days after notice has been given to the Holders. The eligible Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration. The Company may postpone or withdraw the filing or cease proceeding with terminate the effectiveness of the Registration Statement for a Piggyback Registration at any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredtime.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Company, pursuant to a Demand Registration, or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.1.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.1.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.1.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Issuer or the account of any securityholder securityholder) or proposes to make such an offering of equity securities (other than pursuant to an Excluded Registration) to the Company) (public pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 10 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statementstatement in the case of a non-Rule 415 Offering or the commencement of the offering, in the case of a Rule 415 Offering), which notice shall offer each such Holder the opportunity to include offer any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereofpublic offering. Each Holder who desires to have sell its or his Registrable Securities included in such registration statement underwritten public offering shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 5 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. Except as provided above, the Holders shall have no registration rights with respect to an Excluded Registration.

Right to Piggyback. Each time the Company proposes to register offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder equity holder of the CompanyCompany other than a Holder) (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Company Shelf Registration”) or (ii) the anticipated filing date of the Company’s registration statementstatement in a registration other than a Company Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statementunderwritten offering, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement underwritten offering shall so advise the Company in writing (stating the number of shares desired to be registeredregistered or included) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement underwritten offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement underwritten offering all such Registrable Securities Shares so requested to be included therein; provided. Notwithstanding the foregoing, however, that the Company may at any time withdraw or cease proceeding with any such registration offering if it shall at the same time withdraw or cease proceeding with the registration offering of all other equity securities originally proposed to be registeredincluded in such offering.

Right to Piggyback. Each time Except with respect to a Demand Registration, the procedures for which are addressed in Section 2(b), if the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of Class A Common Stock whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan, (iii) relating solely to the public offer and sale of debt securities or (whether for iv) in connection with any dividend or distribution reinvestment or similar plan), then the account Company shall give prompt written notice of such filing no later than twenty (20) days prior to the filing date (the “Piggyback Notice”) to all of the Company holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the account number of any securityholder of the Company) Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 2(c)(ii), the Company shall give prompt written notice to include in each Holder of such Piggyback Registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing has received written requests for inclusion therein (stating the number of shares desired to be registeredeach a “Piggyback Request”) within ten (10) days after notice has been given to the applicable holder. 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 such notice from the Company. Any Holder shall have distribution by the right to withdraw such Holder’s request for inclusion holders of such Holder’s the Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include included in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRegistration Statement.

Right to Piggyback. Each time After the Company consummation of an IPO, whenever ------------------ the Corporation proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to a registration statement filed on Form S-8 or Form S-4, or any successor forms, or otherwise filed in connection with a merger, acquisition, exchange offer or other business combination transaction or an Excluded Registrationoffering of securities solely to the Corporation's existing security holders or employees) under the Securities Act whether for sale on its own account or pursuant to a demand for registration by other holders of shares of Common Stock, and the public (whether registration form to be used may be used for the account of the Company or the account registration of any securityholder of the Company) Purchaser Registrable Shares (a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date ---------------------- all holders of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Purchaser Registrable Shares of its Registrable Securities intention to effect such a registration and will include in such registration statementall Purchaser Registrable Shares (subject to, subject and in accordance with, the priorities set forth in Sections -------- 2.2 and Section 2.3 below) with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing Corporation has received --- ----------- written requests for inclusion within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date Corporation's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Corporation shall not be required to include any Purchaser Registrable Shares held by any Person in such Piggyback Registration if such Person at the time of such notice from the Company. Any Holder shall have filing of the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement for such Piggyback Registration would be permitted to sell all of the Purchaser Registrable Shares held by such Person, without registration, pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRule 144.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Registration”)"universal shelf" registration statement) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a Registration Statement under the Securities Act for sale or conduct a Shelf Takedown with respect to the public (whether for the account of the Company or the account a Public Offering of any securityholder class of the Company) ’s Equity Securities (other than a Demand Registration or registrations on Form S-8 or Form S-4, a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (which i) in the case of a Piggyback Registration that is a Shelf Takedown, such notice shall be given not less than (A) in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, ten (10) days prior to Business Days, in each case after the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included thereinnotice; provided, however, provided that the Company may at any time withdraw or cease proceeding with any not commence marketing efforts for such registration if it shall at Public Offering until after such periods and the same time withdraw or cease proceeding with the registration inclusion of all other equity such securities originally proposed requested subject to be registeredSection 4(b).

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale (other than any registration effected pursuant to Form S-4 or S-8 and other than a registration relating solely to the public (whether for the account sale of securities to participants in a Company employee plan, a registration relating to a reorganization of the Company or the account of any securityholder other transaction under Rule 145 of the CompanySecurities Act, or a registration on any form that does not include substantially the same information as 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 Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration and shall, subject to Sections 2(c) and 2(d) below, include in such registration all Registrable Securities with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice shall offer each such Holder notice; provided that the opportunity to include any or all holders of its a majority of the Investor Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 may provide by giving written notice to the Company that no holder of Registrable Securities will have the right to include Registrable Securities in such withdrawal. Subject to Section 2.2.2 below, Piggyback Registration (in which case the Company shall need not give such notice or include in such registration statement all any such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any in such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration).

Right to Piggyback. Each time Whenever prior to the applicable Termination Date the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for sale to the public (whether its own account or for the account of one or more holders of Shares, and the Company or the account form of registration statement to be used may be used for any securityholder registration of the Company) Registrable Shares (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Investors of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredSections 3(b) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowand 3(c), the Company shall include in such registration statement all such Registrable Securities so requested and in any offering of Shares to be included therein; provided, however, made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from any Investor within 10 days after such Investor’s receipt of the Company’s notice (provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). 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 withdraw prior to the pricing thereof. If the Company or cease proceeding with any other Person other than the Investors 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. Notwithstanding the foregoing, no Investor will have any rights under this Section 3 in respect of an underwritten Shelf Takedown that has been requested by another Investor, and any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed underwritten Shelf Takedown will be subject to be registeredSection 4(c) hereof.

Right to Piggyback. Each time If the Company proposes to register file any of its equity securities registration statement (other than a registration statement filed pursuant to an Excluded Registrationany of the Prior Registration Rights Agreement) under the Securities Act for sale to the purposes of a public offering of its securities (whether or not for the sale for its own account and including, but not limited to, registration statements relating to secondary offerings of securities of the Company (including any such registration statement filed pursuant to Section 1 or the account of any securityholder of the Company2 hereof)) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all the Holders of its intention to effect such a registration and shall, subject to Section 3(b), use all commercially reasonable efforts to include in such registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 30 days prior to after the anticipated filing date receipt of the Company’s registration statement)notice; provided, which notice shall offer each such however, that the Company (or a Requesting Holder in the opportunity to include any or all case of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such a registration statement shall so advise filed pursuant to Section 1 or 2 hereof) may at any time withdraw or cease proceeding with any such Piggyback Registration if it (or a Requesting Holder in the case of a registration statement filed pursuant to Section 1 or 2 hereof) will at the same time withdraw or cease proceeding with the registration of all other Company in writing (stating the number of shares desired securities originally proposed to be registered) within ten (10) days after the date . The rights to Piggyback Registration may be exercised an unlimited number of such notice from the Companyoccasions. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal. Subject withdrawal within five (5) Business Days prior to Section 2.2.2 below, the Company shall include in anticipated effectiveness of such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredin connection therewith.

Right to Piggyback. Each time If and whenever the Company proposes to register any of its equity Common Stock (or securities (other than pursuant convertible into or exchangeable for, or options to an Excluded Registrationpurchase, Common Stock) with the Commission under the Securities Act for sale to in connection with the public offering of such securities solely for cash, other than (whether i) a registration relating solely to employee benefit plans, (ii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or (iii) a registration relating solely to a Rule 145 transaction, and the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall (A) will give prompt written notice (the "Piggyback Notice") to each Holder all Holders owning 5% or more of the Registrable Securities (which notice shall be given not less the "Piggyback Holders") no later than ten the later of (101) forty-five (45) days prior to the anticipated filing date date, or (2) promptly following its decision to file, of its intention to effect such a registration, which Piggyback Notice will specify the Company’s registration statementproposed offering price (or reasonable range thereof), which notice shall offer each the kind and number of securities proposed to be registered, the distribution arrangements and such Holder other information that at the opportunity time would be appropriate to include any or all of its Registrable Securities in such registration statementnotice, and (B) will, subject to the limitations contained Section 2.2(b) below, include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration all Registrable Securities included in such registration statement shall so advise with respect to which the Company in writing has received written requests for inclusion therein within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date of such notice from the CompanyPiggyback Notice. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the The Company may at any time withdraw abandon or cease proceeding with suspend a registration under Section 2.2 or defer any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity its securities originally proposed to be registeredunder the circumstances specified in subsection 2.1(a)(vi).

Right to Piggyback. Each time the Company proposes to register any of its equity securities at any time after a Qualified IPO (other than pursuant to an Excluded RegistrationRegistration or a Demand Request) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder other than a Management Holder (including Xxxxx until such time as he ceases to be employed by the Company), and, to the extent permitted by the underwriter, each Management Holder, who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If the Company proposes to register shall propose the registration under the Securities Act of an offering of any of its equity securities Class B Common Stock, whether or not for its own account (other than pursuant to an Excluded a registration on Form S-4 or S-8 or any successor form), the Company, on each such occasion, shall as promptly as practicable give written notice (the "Notice") to all holders of Registrable Securities of its intention to effect such registration, and such holders shall be entitled, on each such occasion, to request to have all or a portion of their Registrable Securities included in such registration statement (a "Piggyback Registration) under "). Upon the written request of any holder of Registrable Securities Act for sale to that the public Company include any Registrable Securities in such registration statement (whether for which request shall state the account number of the Company or Registrable Securities for which registration is sought), given within twenty (20) days after the account of any securityholder giving of the Company) (a “Piggyback Registration”)'s Notice, the Company shall give prompt written notice to each Holder of cause such Registrable Securities (which notice shall to be given not less than ten (10) days prior to so included in the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in offering covered by such registration statement, subject to the limitations contained hereinafter set forth. Subject to Section 2(b) and 2(c), holders of Registrable Securities may request registration pursuant to this Section 2(a) on not more than six occasions in the aggregate, provided that any such request shall not count as one of the six permitted registrations under this Section 2.2.2 hereof. Each Holder who desires to have its 2(a) if the only Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement were originally acquired pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredExchange Agreement.

Right to Piggyback. Each After the Effective Date, each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwithdrawal prior to the effective date of the Company’s registration statement. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration of Registrable Shares if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. In such case, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration.

Right to Piggyback. Each At any time or from time to time after an initial public offering of the Company’s equity securities, if the Company proposes to register file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any equityholder who holds its securities (other than pursuant (i) a registration on Form S-4 or S-8 or any successor form to such forms, (ii) a registration of securities solely relating to an Excluded Registration) under the Securities Act for offering and sale to the public (whether for the account employees, directors or consultants of the Company pursuant to any employee equity plan or the account other employee benefit plan arrangement or (iii) a registration of any securityholder of the Companynon-convertible debt securities) (a “Piggyback Registration”) and the registration form to be used may be used for the registration of Registrable Securities then, as expeditiously as reasonably possible (but in no event less than 10 days following the date of filing such Registration Statement), the Company shall give prompt written notice (the “Registration Notice”) of such proposed filing to each Holder all Holders, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer as each such Holder the opportunity to include any or all of its Registrable Securities holder may request in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwriting. Subject to Section 2.2.2 belowSections 2(c) and 2(d), the Company shall include in such registration statement Registration Statement all such Registrable Securities so which are requested to be included therein; provided, however, that therein within 15 days after the Company may at any time withdraw or cease proceeding with any Registration Notice is given to such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredholders.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a Registration Statement under the Securities Act for sale or conduct a Shelf Takedown with respect to the public (whether for the account of the Company or the account a Public Offering of any securityholder class of the Company) ’s Capital Stock (other than a Demand Registration or registrations on Form S-8 or Form S-4, a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (which i) in the case of a Piggyback Registration that is a Shelf Takedown, such notice shall be given not less than (A) in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) Business Days; or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, ten (10) days prior to Business Days, in each case after the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included thereinnotice; provided, however, provided that the Company may at any time withdraw or cease proceeding with any not commence marketing efforts for such registration if it shall at Public Offering until after such periods and the same time withdraw or cease proceeding with the registration inclusion of all other equity such securities originally proposed requested subject to be registeredSection 4(b).

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the CompanyCorporation’s registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her, or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. 5.4(b), Each Holder Stockholder who desires to have his, her, or its Registrable Securities Shares included in such registration statement (each a “Requesting Stockholder”) shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such HolderStockholder’s request for inclusion of such HolderStockholder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.4(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below5.4(b), the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register ------------------ any of its equity securities under the Securities Act at any time after an IPO (other than pursuant to an Excluded Registrationa Demand Registration (which is addressed under Section 2 above rather than under this Section 3)) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback --------- Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Registration ------------ Rights Holders of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below3(c), the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice; provided, howeverthat if, that the Company may -------- at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or cease proceeding with any to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Registration Rights Holder requesting inclusion in such registration if it and (i) in the case of a determination not to register, shall at be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Registration Rights Holder entitled to cause a registration to be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same time withdraw or cease proceeding with period as the registration of all other equity securities originally proposed to be registereddelay in registering such Company securities.

Right to Piggyback. Each time The Holders shall be entitled to "piggy-back" registration rights whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act or on any demand registrations of any other investors and the registration form to be used may be used for sale the registration and contemplated disposition of Registrable Securities (a "Piggyback Registration"). This Piggyback Registration right shall be subject to the public (whether for right of the account Company and its underwriters to reduce the number of shares proposed to be registered pro rata in view of market conditions. If the number of shares of the Investor and any other investors, as applicable, are to be so reduced, then no party shall sell shares in such registration other than the Company or the account Investor, if any, invoking the demand registration. In any such registration the shares to be sold by the Investor shall not be reduced below 30% of the total amount of securities included in such registration. No investor or stockholder of the Company shall be granted piggyback registration rights which would reduce the number of shares includable by the Holders of the Registrable Securities in such registration without the consent of the Holders of at least two-thirds of the Registrable Securities. In the case of any securityholder of the Company) (a “Piggyback Registration”)such proposed registration, the Company shall will give prompt written notice to each Holder all the Holders of Registrable Securities. The Company will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within thirty (which notice shall be given not less than ten (1030) days prior to after the anticipated filing date receipt of the Company’s registration statement), which 's notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredset forth above.

Right to Piggyback. Each time Whenever Common Shares of the Company proposes are to register any of its equity securities be registered under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration and other than pursuant to a registration statement on Form S-4 or Form S-8 or successor forms) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Shares (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder (and in any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s securities other than the Registrable Securities (which notice shall be given not less than ten (10) Shares and at least 20 days prior to the anticipated filing date of any registration statement) to the Holders of its intention to effect such a registration and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementhas been given, subject to the limitations contained in Section 2.2.2 Sections 3(b) and 3(c) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the The Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall will have the right to withdraw such Holder’s request for inclusion of select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. If a Holder desires to include such Holder’s Registrable Securities Shares in a Piggyback Registration 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 registration statement pursuant to this Section 2.2.1 by giving written notice to subsidiary of the Company where such subsidiary may not give such indemnity without being in breach of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw applicable law or cease proceeding with any such registration if it shall at the same time withdraw minimum solvency or cease proceeding with the registration of all other equity securities originally proposed to be registeredliquidity regulation).

Right to Piggyback. Each time the Company proposes to register ------------------ any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the CompanyCompany and including any registration statement pursuant to Rule 415 under the Securities Act (such as a universal shelf registration statement), including the Replacement Shelf Registration Statement) (or proposes to make such an offering of equity securities pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s Company s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredregistered and the intended method of disposition) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s Holder s request for inclusion of such Holder’s Holder s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall use all commercially reasonable efforts to include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Registration”)"universal shelf" registration statement) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement 6 46 pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (public, whether for the account of the Company or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”), and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each the Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such the Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 1.2.2 hereof. Each If the Holder who desires to have its Registrable Securities Shares included in such registration statement statement, it shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any The Holder shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 1.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 1.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.