Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever the Company proposes to register an offering of any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registrationthe Resale Shelf Registration Statement, which is governed by Section 1, or (ii) pursuant to a registration Demand Registration, (iii) pursuant to a Takedown Demand, (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) a registration relating solely to employment benefit plans, (vi) in connection with a registration the primary purpose of which is to register debt securities, or similar forms), whether or (vii) a registration on any form that does not for include substantially the same information as would be required to be included in a registration statement covering the sale for its own account, 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 all holders of Registrable Securities Investor Parties (which notice shall be held in confidence by the Investor Parties until the offering is publicly disclosed) of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to the terms of Sections 2(c3(c) and 2(d)3(d) hereof, shall include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days five (5) Business Days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt delivery of the Company’s notice; provided that in no event shall any such Demand Registration be closed unless such notice has been provided other Investor Party may withdraw its request for inclusion at least 20 days any time prior to executing the underwriting agreement or, if none, prior to the closing thereofapplicable registration statement becoming effective. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investor Parties shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations that are applicable to any other Piggyback Registration.

Right to Piggyback. Whenever the Company Registering Entity proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 X-0, Xxxx X-0 or S-8 a comparable form, or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the a registration of Registrable Securities securities relating solely to an offering and sale to employees pursuant to any employee stock plan or other employee benefit plan arrangement) other than pursuant to a Registration Request (each, a “Piggyback Registration”), the Company shall Registering Entity will give prompt written notice (and in any event within 15 days after its receipt of notice of any exercise of other demand registration rights or its decision to effect a primary offering, as applicable) to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (on the same terms as the Registering Entity and the other Persons selling securities in all related registrations and qualifications under state blue sky laws or in compliance connection with other such registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company Registering Entity has received written requests for inclusion therein within 15 fifteen (15) days after the receipt date of the CompanyRegistering Entity’s notice. Notwithstanding The Registering Entity’s notice shall specify, at a minimum, the provisions number of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely securities proposed to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed)registered, the Company may delay the notice proposed date of a Piggyback Registration until the day after the filing of such registration statement with respect to the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Registering Entity of the proposed minimum offering price of such securities. Any Holder that has made such a written request may withdraw all or any part of its Registrable Securities from such Piggyback Registration is filed, in which case, subject by giving written notice to the remainder of this Section 2Registering Entity and the managing underwriter, if any, on or before the Company shall include in such registration fifteenth (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting15th) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days day prior to the closing thereofplanned effective date of such Piggyback Registration. The Registering Entity may terminate or withdraw any registration under this Section 3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 3(c) the Registering Entity will have no liability to any Holder in connection with such termination or withdrawal.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand RegistrationRegistration or a Shelf Registration (including any related Shelf Offering), in which is case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 12, or (ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to a registration the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form Forms S-4 or S-8 promulgated by the SEC (or any successor or similar forms), whether (iv) 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”), (v) 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, or not for sale for its own account(vi) pursuant to the Required Shelf Registration Statement, 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 all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(cthe terms of Section 3(c) and 2(dSection 3(d), shall include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt delivery of the Company’s notice; provided that a Demand Party may provide by written notice to the Company that no holder of Other Investor Registrable Securities or any securities that are not Registrable Securities will have the right to include such securities in no event shall such Demand Piggyback Registration be closed unless (in which case the Company need not give such notice has been provided at least 20 days prior to the closing thereofsuch holders or include any such securities in such Piggyback Registration).

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Demand RegistrationRegistration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar formsplan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities each Investor of its intention to effect such a registration (which notice shall be given at least 20 but in no event less than ten (10) days prior to the proposed date of filing of the applicable registration statement is to be filedRegistration Statement) and, subject to Sections 2(c1.5(b), 1.5(c) and 2(d)2.1, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements Registration Statement and in any related underwriting) all offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities with respect requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has received written requests for inclusion therein within 15 days after the receipt given notice of the Company’s noticePiggyback Registration to Investors. Notwithstanding The Company may terminate, delay or withdraw a Piggyback Registration prior to the provisions effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2(a1.5 in connection with such registration and (y) in the case of a determination to delay registration, the contrary, as long Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company determines that such delay would of and shall have the right, but not impair the ability of holders of Registrable Securities obligation, to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such any offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect pursuant to such Piggyback Shelf Registration is filed, in which caseStatement (a “Piggyback Shelf Take-Down”), subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with same limitations that are applicable to any other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Piggyback Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofas set forth above.

Right to Piggyback. Whenever If the Company proposes to register any of its equity securities (including any proposed file a registration of the Company’s securities by any third party) statement under the Securities Act with respect to any offering of its Common Stock for its own account or for the account of any of its respective security holders (other than (i) a registration pursuant to a Demand Registrationthis Agreement, which is governed by Section 1, or (ii) pursuant to a registration statement on Form S-4 or S-8 (or any successor or similar formssubstitute form that may be adopted by the Commission), whether (iii) a registration statement filed in connection with an exchange offer or not for offering of securities solely to the Company’s existing security holders, (iv) a registration incidental to an issuance of debt securities under Rule 144A or (v) a registration of securities solely relating to an offering and sale for its own accountto employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, and a dividend reinvestment plan, or a merger or consolidation), then the registration form Company shall give written notice of such proposed filing to be used may be used for the registration Holders of Registrable Securities as soon as reasonably practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and, subject to Section 5, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback Registration”), the Company shall give prompt written notice . Subject to all holders of Registrable Securities of its intention to effect such a registration Section 3(c) or (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(cd) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 25, the Company shall include in such registration (and in statement all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect that are requested to which the Company has received written requests for inclusion be included therein within 15 days ten (10) Business Days after the receipt delivery to such Holders of the Company’s any such notice; provided provided, that in no event shall such Demand Registration be closed unless such if at any time after giving written notice has been provided at least 20 days of its intention to register any securities and prior to the closing thereofeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, in the absence of a request for a Shelf Takedown or Demand Registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own accountaccount or for the account of any other Person), and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to the Stockholder of its intention to effect such a registration (which notice and shall be given at least 20 days prior use its reasonable best efforts to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein within 15 days after five (5) Business Days following the Stockholder’s receipt of the Company’s notice. Notwithstanding If the provisions of this Section 2(a) Stockholder proposes to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of distribute its securities through a Piggyback Registration until that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the day after underwriter(s) selected by the registration statement Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration is filed, in which case, subject involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 2(a)3(a) and prior to the remainder effective date of this Section 2the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such securities, the Company shall give notice to the Stockholder (if participating in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in Piggyback Registration) and, thereupon, shall be relieved of its obligation to register any related underwriting) all Registrable Securities in connection with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever At any time during the Company proposes period beginning on the date hereof and ending on the date two (2) years thereafter, whenever common units of Regency are to register any of be offered and sold by Regency for its equity securities (including any proposed registration of the Company’s securities by any third party) own account in an underwritten registered offering under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration statement on Form S-4 or S-8 (or any successor form thereto) or similar forms), whether Form S-8 (or not for sale for its own account, any successor form thereto) or pursuant to an “at-the-market” offering) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall Regency will give prompt written notice (including but not limited to notice by electronic mail) to all holders Holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) andand will include in such registration, subject to the provisions of Sections 2(c2.03(b) and 2(d2.03(c), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company Regency has received written requests for inclusion therein within 15 the earlier of (i) five (5) days after Regency’s notice has been given and (ii) one day before such registration statement is to be filed by Regency with the receipt of Commission. If no request for inclusion from a Holder is received within the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contraryspecified time, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities Holder shall have no further right to participate in such registration (e.g.underwritten offering. Each Holder agrees to receive such notice and acknowledges that, because if such proposed offering has not been publicly announced, such notice will constitute material non-public information regarding Regency, and agrees to maintain the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or confidentiality of such offering will not be completed information until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of time as Regency makes such information publicly available. Each Holder’s rights under this Section 22.03(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds, directly or indirectly, less than $5 million in the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all aggregate of Registrable Securities with respect to which Securities, based on the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofCommon Unit Price.

Right to Piggyback. Whenever If the Company or any other Person that has demand registration rights (a “Third Party Registrant”) at any time during the period from the expiration of any underwriter lock-up period applicable to the IPO through the one year anniversary of the closing of the IPO proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar formspurposes), whether or not for sale for its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a “Piggyback Registration”)for sale to the public under the Securities Act, the Company shall will, at each such time, give prompt written notice to all holders of Registrable Securities the Founding Members of its intention to effect such a registration (which notice shall be given at least 20 days prior to do so and of the date Founding Members’ rights under this Agreement. Upon the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in written request of any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein Founding Member made within 15 days after the receipt of any such notice (which request shall specify the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely intended to be reviewed disposed of by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedFounding Member), the Company may delay the notice of a Piggyback Registration until the day after will use its reasonable best efforts to effect the registration statement with respect to such Piggyback Registration is filed, in which case, subject to under the remainder Securities Act of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received been so requested to register by the Founding Members; provided, however, that (a) if, at any time after giving written requests 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 or such Third Party Registrant shall determine for inclusion therein within 15 days after any reason not to proceed with the receipt proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, all Founding Members requesting to be included in the Company’s notice; provided that or such Third Party Registrant’s registration shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Company or such Third Party Registrant on substantially the same terms and conditions as apply to the Company or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in no event shall combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, any Founding Member requesting to be included in such Demand Registration be closed unless such notice has been provided at least 20 days registration may elect, in writing prior to the closing thereofeffective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such registration. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or ) (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least fifteen (15) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(c) and 2(dthe terms of Section 1(b), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities such Holder wishes to participate include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Hxxxxx will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a registration statement under which the Company gives notice under this section 1 is for an underwritten offering, because then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) Business Days prior to the effective date of the registration statement therefor statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single ‘Holder,’ and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to ‘Holder’ will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and ‘Holder,’ as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. (i) Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders of Registrable Securities the Parent of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to the terms of Sections 2(c) and 2(d)) hereof, shall include in such registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests from the Parent for inclusion therein within 15 20 days after the receipt of the Company’s notice. . (ii) Notwithstanding the provisions foregoing, if the Parent wishes to engage in an underwritten block trade off of this Section 2(a) a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Parent only needs to the contrary, as long as notify the Company determines that such delay would not impair of the ability of holders of Registrable Securities to participate in such registration (e.g., because block trade Shelf Offering on the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or day such offering will not be completed until at least 20 is to commence and the Company shall as expeditiously as possible use its best efforts to facilitate such offering (which may close as early as three (3) business days after the registration statement therefor is fileddate it commences), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event the case of such underwritten block trade, only the Parent shall such Demand Registration be closed unless such have a right to notice has been provided at least 20 days and to participate, and provided, further, that the Parent shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the closing thereofregistration statement, prospectus and other offering documentation related to the underwritten block trade.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 13, on or (ii) after the release from escrow of any Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and the Escrow Agreement, if the Corporation proposes to file a registration on Form S-4 or S-8 or any successor or similar forms)statement under the Securities Act with respect to an offering of Corporation Securities, whether or not for sale for of its own accountaccount (other than a registration statement (i) on Form X-0, and 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), then, each such time, the registration form Corporation shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used for included) in such registration statement the registration number of Registrable Securities as each such holder may request (a “Piggyback Registration”); provided that only Registrable Securities which have been released from escrow may be included in any such Piggyback Registration. Subject to Section 4(b) hereof, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), Corporation shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) notice has been given to the contrary, as long as the Company determines that such delay would not impair the ability of applicable holder. The eligible holders of Registrable Securities shall be permitted to participate in such registration (e.g., because withdraw all or part of the registration statement therefor is likely to be reviewed by the Registrable Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of from a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided time at least 20 two (2) business days prior to the closing thereofeffective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

Right to Piggyback. Whenever the Company If at any time TCP proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant and Xxxxxxxx Xxxx, the President and Chief Executive Officer of the Company, has elected to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 sell all or any successor or similar formsportion of his shares of Common Stock in such offering (a "Piggyback Registration"), whether or not for sale for its own account, TCP shall notify Investor and Xxxxxxxx in writing (the registration form to be used may be used for the registration "Piggyback Notice") of Registrable Securities such Piggyback Registration no later than thirty (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 30) days prior to the date anticipated filing date. Subject to the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(dprovisions of SECTION 3.0(b), shall TCP will include in such registration the Piggyback Registration up to the following aggregate number of Restricted Securities owned beneficially by Xxxxxxxx and Investor: (a) the aggregate number of Restricted Securities owned beneficially by Xxxxxxxx and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which Investor as of the Company has received written requests for inclusion therein within 15 days after the date of their receipt of the Company’s notice. Notwithstanding Piggyback Notice; multiplied by (b) the provisions following fraction, the numerator of this Section 2(a) which is equal to the contrarynumber of shares of Common Stock elected to be sold by Xxxxxxxx Xxxx in the Piggyback Registration, and the denominator of which is equal to the aggregate number of shares of Common Stock owned beneficially by Xxxxxxxx Xxxx as long as of the Company determines that date of such delay would not impair election. Investor and Xxxxxxxx must notify TCP in writing of their desire to include all or any part of such Restricted Securities in the ability Piggyback Registration within fifteen (15) days after their receipt of holders the Piggyback Notice. Xxxxxxxx and the Investor may withdraw all or any part of the Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of from a Piggyback Registration until at any time before the day after printing of the registration statement with respect preliminary prospectus relating to such the Piggyback Registration. All Persons whose securities are included in the Piggyback Registration is filed, in which case, subject must sell their securities on the same terms and conditions as apply to the remainder of this Section 2securities being issued and sold by TCP or, if TCP is not issuing and selling shares, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which person who initiated the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofPiggyback Registration.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities 1933 Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, transaction described in Rule 145 of the 1933 Act or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar formsS-8), whether or not for sale for its own account, the Company will each time give prompt written notice of such proposed filing to the Purchasers (i) in all cases at least 30 days before the anticipated effective date and (ii) in the case of a proposed registration form in connection with the exercise of any demand registration rights (other than the demand registration rights under Section 15.1 hereof) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer the Purchasers the opportunity to be used may be used for the registration register such amount of their Registrable Securities as they shall request (a “Piggyback Registration”)"PIGGYBACK REGISTRATION") subject to Sections 15.2(b) and 15.2(c) hereof. Subject to Sections 15.2(b) and 15.2(c) hereof, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been given by the Company to the Purchasers; provided that the Company (as determined by the Board) may at least 20 days 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 securities originally proposed to be registered thereunder (but shall still be obligated to pay all Registration Expenses in connection therewith), PROVIDED, HOWEVER, that any such withdrawal or termination shall be without prejudice to the rights of the Purchasers to cause such registration to be effected pursuant to a registration under Section 15.1 hereof. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Purchasers shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the closing thereofeffective time of such Piggyback Registration unless the Purchasers have otherwise agreed with the underwriters of such offering.

Right to Piggyback. Whenever If, at any time following the IPO at which any Holder owns any Registrable Shares (but prior to the Termination Date), the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Shares under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to on a registration statement on Form S-4 S-0, X-0, X-0 or S-8 F-4 or any successor other registration relating to Shares issuable upon exercise or similar formsvesting of employee equity grants or in connection with any employee benefit plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountaccount or for the account of one or more holders of Shares (other than the Holders), and the Company shall, each such time, give prompt notice at least 10 business days prior to the anticipated filing date of the registration form statement relating to such registration to each Holder (to the extent such Holder holds any Registrable Shares on the date such notice is to be used may be used for sent), which notice shall set forth such Holder’s rights under this Section 3 and shall offer such Holder the opportunity to include in such registration statement the number of Registrable Securities Shares such Holder may request (a “Piggyback Registration”), subject to the provisions of Section 3(b). Upon the request of a Holder made within 5 business days after its receipt of notice from the Company, or such shorter time as is reasonably specified by the Company in light of the circumstances in the case of a primary offering but in no event less than two business days (which request shall specify the number of Registrable Shares requested to be registered in such Piggyback Registration), the Company shall give prompt written notice to all holders of Registrable Securities of use its intention reasonable best efforts to effect such a the registration (which notice shall be given at least 20 days prior to under the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Securities Act of all Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein within 15 days after the receipt of from such Holder; provided that (i) any Holder requesting to include its Registrable Shares in the Company’s notice. Notwithstanding registration must sell its Registrable Shares on the provisions same terms and conditions provided for in the underwriting or other distribution arrangements approved by the Company and that apply to the Company or the other holders of Shares involved in the registration, as applicable, and (ii) if, at any time after giving notice of its intention to register any Shares pursuant to this Section 2(a3(a) and prior to the contrary, as long as effective date of the Company determines that Registration Statement filed in connection with such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2registration, the Company shall include in determine for any reason not to register such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which securities, the Company has received written requests for inclusion shall give notice to each Holder that requested its Registrable Shares to be included therein within 15 days after and, thereupon, shall be relieved of its obligation to register any Registrable Shares in connection with such registration. No registration effected under this Section 3 shall relieve the receipt Company of the Company’s notice; provided that in no event shall such its obligations to effect a Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofextent required by Section 2. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Right to Piggyback. Whenever the Company Corporation proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (iiRegistration hereunder) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms)in connection with the public offering of such securities, whether or not for sale for its own accountaccount (other than a registration relating solely to the sale of securities issued to employees, directors and consultants of the Corporation under an employee benefit plan on Form S-8 or similar form which may be promulgated in the future, or a registration relating solely to securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act on Form S-4 or similar form which may be promulgated in the future), and the registration form to be used may be used for the registration of any Registrable Securities Shares (a “Piggyback Registration”), the Company shall Corporation will give prompt written notice (and in any event at least thirty (30) days prior to filing any registration statement with respect to such Piggyback Registration or, in the case of any demand registration other than a Demand Registration under this Agreement, within five (5) Business Days after its receipt of notice of any exercise of such demand registration rights) to all holders of the Registrable Securities Shares of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities Shares (in accordance with the priorities set forth in Section 3.2 below) with respect to which the Company Corporation has received written requests for inclusion therein within 15 thirty (30) days after the receipt delivery of the CompanyCorporation’s notice. Notwithstanding The Corporation shall use its commercially reasonable efforts to maintain the provisions effectiveness of a registration statement filed with respect to any Piggyback Registration at all times during the Registration Period. No Piggyback Registration effected under this Section 2(a) 3.1 shall relieve the Corporation of its obligation to effect any Demand Registration under Sections 2.1 and 2.2, nor shall any Piggyback Registration be deemed to have been effected pursuant to Sections 2.1 and 2.2. There shall be no limit on the contrary, as long as number of times the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company Shares may delay the notice of a request Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of Registrable Shares under this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof3.1.

Right to Piggyback. Whenever During the period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any similar successor or similar forms), whether or not for sale for its own account, form) and the registration form to be used may be used for the registration of Registrable Securities the Shares (a “"Piggyback Registration”"), the Company shall will give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the Holders' receipt of the Company’s 's notice. Notwithstanding ; provided, that (i) if, at any time after giving written notice of its intention to register any securities but prior to the provisions effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate or withdraw such registration, the Company shall give written notice of such determination to the Holders and the Company shall not be relieved of its obligation to register such Registrable Securities pursuant to this Section 2(a1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the contrary, underwriters of such offering on the same terms and conditions as long as apply to the Company determines that such delay would not impair the ability of or other holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely for whose account securities are to be reviewed by sold, as the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the case may be. If a registration statement therefor is filed)requested pursuant to this Section involves an underwritten public offering, the Company Holders may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedelect in writing, in which case, subject to the remainder of this Section 2, the Company shall include in such registration not later than three (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting3) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofeffectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration.

Right to Piggyback. Whenever If at any time, and from time to time, the Company proposes to register any of its equity securities (including any proposed file a registration of the Company’s securities by any third party) statement under the Securities Act with respect to an offering of any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than (i) pursuant with respect to a Demand Registrationthat certain registration statement on Form S-3, which is governed as amended, originally filed by Section 1the Company with the SEC on February 16, 2010 or (ii) pursuant to a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 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 a stock option, stock purchase or similar formsbenefit plan, (c) an offering of rights solely to the Company’s existing securityholders or (d) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for sale for its own account, and the registration on a form to be used may be used for the that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company will give written notice (the “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 securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and will offer the Holders the opportunity to register such amount of Registrable 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 . The Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) each Piggyback Registration all Registrable Securities with respect to for which the Company has received written requests for inclusion therein within 15 days five Business Days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which caseNotice, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof3.2.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv) hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Demand Registrationfiled in connection with any employee stock option or other benefit plan, which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor or similar formsrule thereto), whether (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red xxxxxxx” prospectus or prospectus supplement used for sale for its own accountmarketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the registration form name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to be used may be used for all of the registration Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect cause such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate be included in such registration (e.g.Piggyback Registration and, because if applicable, shall use its commercially reasonable efforts to cause the registration statement therefor is likely managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be reviewed by included therein on the Securities same terms and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), conditions as any similar securities of the Company may delay included in such Registration and to permit the notice sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration until the day after the registration statement with respect shall be subject to such Piggyback Registration is filed, Holder’s agreement to enter into an underwriting agreement in which case, subject to customary form with the remainder of this Section 2, the Company shall include in Underwriter(s) selected for such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of Underwritten Offering by the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever the Company proposes to register ------------------ any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S- 8, pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time other than (i) pursuant to a Demand Registration, which is governed by Section 1, Registration or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, Series E Special Demand Registration and the registration form to be used may be used for the registration of the Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities and all executive officers of its intention the Company who are also Founders (as defined in the Second Amended and Restated Voting and Co- Sale Agreement of even date herewith) not later than the earlier to effect such a occur of (i) the 5th day following the Company's receipt of notice of exercise of other demand registration rights, or (which notice shall be given at least 20 ii) 30 days prior to the date anticipated filing date. The Common Stock owned by such Founders is hereafter referred to as "Founder Securities." Subject to the applicable registration statement is to be filed) and, subject to Sections 2(cprovisions of Section 4(c) and 2(d------------ Section 4(d), shall the Company will include in such registration (the Piggyback Registration all ------------ Registrable Securities and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Founder Securities with respect to which the Company has received written requests for inclusion therein within 15 business days after the applicable holder's receipt of the Company’s 's notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of The holders of Registrable Securities to participate in such registration (e.g., because and Founder Securities may withdraw all or any part of the registration statement therefor is likely to be reviewed by Registrable Securities or the Founder Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of from a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 time before three business days prior to the closing thereof.effective date of the Piggyback Registration. If a Piggyback Registration is an underwritten offering effected under Section 4(c), all Persons whose ------------ securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If a Piggyback Registration is an underwritten offering effected under Section 4(d), all ------------ Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being sold by the Person(s) initiating the Piggyback Registration. A registration of Registrable Securities and Founder Securities pursuant to this Section 4 shall not be counted as a Demand --------- Registration under Section 3. ---------

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand RegistrationRegistration or a Shelf Registration (including any related Shelf Offering), in which is case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 12, or (ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to a registration the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any successor or similar forms), whether (iv) 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”), (v) 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), or not for sale for its own account(vi) pursuant to the Required Shelf Registration Statement, 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 all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(cthe terms of Section 3(c) and 2(dSection 3(d), shall include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt delivery of the Company’s notice; provided that a Demand Party may provide by written notice to the Company that no holder of Other Investor Registrable Securities or any securities that are not Registrable Securities will have the right to include such securities in no event shall such Demand Piggyback Registration be closed unless (in which case the Company need not give such notice has been provided at least 20 days prior to the closing thereofsuch holders or include any such securities in such Piggyback Registration).

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Equity Securities under the Securities Act (other than a registration (i) pursuant to a Demand RegistrationRegistration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar formsplan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more shareholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities each Investor (which notice shall be held in confidence by the Investor until the offering is publicly disclosed) of its intention to effect such a registration (which notice shall be given at least 20 days but in no event less than ten (10) Business Days prior to the proposed date of filing of the applicable registration statement is to be filedRegistration Statement (or, in the event of a natural catastrophe or other exigent circumstances requiring a capital raise, such fewer number of Business Days as the Company shall determine in its reasonable discretion)) and, subject to Sections 2(c1.5(b) and 2(d)1.5(c) and Section 4.1 of the Investment Agreement, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements Registration Statement and in any related underwriting) all offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities with respect requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) Business Days after the date on which the Company has received written requests for inclusion therein within 15 days after the receipt given notice of the Company’s noticePiggyback Registration to Investors. Notwithstanding The Company may terminate, delay or withdraw a Piggyback Registration prior to the provisions effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2(a1.5 in connection with such registration and (y) in the case of a determination to delay registration, the contrary, as long Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other Equity Securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company determines that such delay would of and shall have the right, but not impair the ability of holders of Registrable Securities obligation, to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such any offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect pursuant to such Piggyback Shelf Registration is filed, in which caseStatement (a “Piggyback Shelf Take-Down”), subject to the remainder of this Section 2, the Company same limitations that are applicable to any other Piggyback Registration as set forth above. Any such Piggyback Registration or Piggyback Shelf Take-down shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such not count as a Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofor an Underwritten Shelf Take-Down.

Right to Piggyback. Whenever either (i) the Company proposes to register undertake an underwritten Public Offering of any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act for its own account (other than (i) pursuant to a Demand Registration, Registration or Underwritten Shelf Takedown hereunder or a Rule 145 transaction under the Securities Act) in which is governed by Section 1, the Founders and/or Carlyle Partners and/or any other common equityholder of the Company choose to include equity securities of the Company for registration and resale or (ii) pursuant the Company proposes to a registration on Form S-4 or S-8 or undertake an underwritten Public Offering of its equity securities under the Securities Act for the account of any successor or similar forms)of the Founders and/or Carlyle Partners and/or any other common equityholder of the Company and, whether or not for sale for its own accountin any case, and the registration form to be used may be used for the registration of any Registrable Securities (a “Piggyback Registration”) (except Forms S-4 or S-8), the Company shall give prompt written will use reasonable efforts (based on the nature and circumstances of the Public Offering) to provide notice thereof to all holders of those Holders who are not restricted from Transferring Registrable Securities at the time of its intention such proposed Public Offering (it being understood that with respect to effect “bought” deals or overnight transactions such a registration (which notice shall may be given at least 20 days prior to the date the applicable registration statement is to be filedimpractical) and, subject should the Holders and/or other holders of equity securities of the Company take all actions requested of them in a timely fashion, the Company will use reasonable efforts to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all the Registrable Securities and other equity securities (in accordance with the priorities set forth in Section 4.2) with respect to which the Company has received written requests for inclusion therein within 15 days after (which requests shall specify the receipt number of equity securities desired to be registered by such Holders or other holders, as applicable). In the event that the Company (other than pursuant to any agreement in place prior to September 17, 2007) grants “piggy back” rights to any common equityholder of the Company’s notice. Notwithstanding Company to include equity securities for registration and resale in the provisions registration whenever the Company proposes to undertake an underwritten Public Offering of any of its equity securities exclusively for its own account, the words “in which the Founders and/or Carlyle Partners and/or any other common equityholder of the Company choose to include equity securities of the Company for registration and resale” in clause (i) of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely 4.1 shall be deemed to be reviewed by the Securities and Exchange Commission and/or deleted from such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofclause.

Right to Piggyback. Whenever (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register sell Common Stock in any of its equity securities Underwritten Offering (including any proposed registration of the Company’s securities such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by any third partyOther Holders, a “Piggyback Rights Company Offering”), at least seven (7) under the Securities Act (other than Business Days prior to (i) pursuant to a Demand Registration, which is governed by Section 1, the Offering Launch Date for such Piggyback Rights Company Offering or (ii) pursuant if a Registration Statement is not effective, filing a Registration Statement with respect to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “proposed Piggyback Registration”)Rights Company Offering, the Company shall give prompt written notice of such proposed Piggyback Rights Company Offering to all holders of Registrable Securities of its intention to effect such a registration Notice Holders (the “Offering Notice”), which notice shall be given at least 20 days prior offer the Notice Holders the opportunity to include such number of Registrable Common Securities in the date the applicable registration statement is Piggyback Rights Company Offering as each such Notice Holder may request. Subject to be filed) and, subject to Sections 2(c) and 2(dSection 3.2(a), shall each Notice Holder will have the right (“Piggyback Rights”) to include in such registration Piggyback Rights Company Offering (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and Registration Statement, if applicable) any Registrable Common Securities requested to be included by such Notice Holder by notice to the Company provided within four (4) Business Days after the Company provides the Offering Notice; provided, that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any related underwritingsuch Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such four (4) all Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Securities with respect to which Common Securities) as the Company has received written requests for inclusion therein within 15 days after may reasonably request in the receipt of the Company’s notice. Notwithstanding Offering Notice in accordance with the provisions of this Section 2(a5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such four (4) Business Day-period requesting to include any of its Registrable Securities in such Piggyback Rights Company Offering agrees that, if any information contained in the Notice and Questionnaire that it most recently provided to the Company is incorrect, then it will provide a new Notice and Questionnaire within such four (4) Business Day-period, and, in the absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is correct. Notwithstanding anything to the contrary, (x) this Section 3.1 will not apply to any offering of preferred securities (other than Preferred Stock), debt securities or debt securities convertible into or exchangeable for, or warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the related registration statement registers the issuance of Common Stock upon conversion, exchange or exercise of such debt securities, warrants or rights; and (y) no Holder that is not a Notice Holder will have any rights pursuant to this Article III. (b) Each Holder agrees that such Xxxxxx will treat as long confidential the receipt of any Offering Notice and shall not disclose or use the information contained in such Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such Holder in breach of the terms of this Agreement. (c) The Company determines that such delay would not impair shall have the ability right to determine the Offering Launch Date for any Piggyback Rights Company Offering. The Company shall also have the right to determine the structure of holders the Piggyback Rights Company Offering, the right to determine the underwriters (and their roles) in the Piggyback Rights Company Offering and the right to negotiate the terms of Registrable Securities any underwriting agreement (other than those provisions relating to participate in such registration (e.g.the Holders), because including the registration statement therefor is likely number of shares to be reviewed sold (if not all shares offered can be sold at the highest price offered by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedunderwriters), the offering price and underwriting discount. The Company may delay determine not to proceed with any Piggyback Rights Company Offering, and the notice Notice Holders shall be permitted to withdraw any of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedtheir Registrable Common Securities included therein, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in each case at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days time prior to the closing thereofpricing of such Piggyback Rights Company Offering. The Company shall coordinate with the Notice Holders in connection with the fulfillment of its responsibilities pursuant to Section 5.1. (d) The Company will not grant any Other Holders with rights to include any securities of such Other Holders in any Demand Underwritten Offering unless such rights are subject to limitations substantially similar to those set forth in Section 3.2.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 12, or (ii) pursuant if the Company proposes to file a registration on Form S-4 or S-8 or any successor or similar forms), statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its own accountaccount (other than a registration statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a “Piggyback Registration”ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, then, each such time), the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities of its intention Securities. The Piggyback Notice shall offer such holders the opportunity to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration statement the number of Registrable Securities as each such holder may request (and a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) notice has been given to the contrary, as long as the Company determines that such delay would not impair the ability of applicable holder. The eligible holders of Registrable Securities shall be permitted to participate in 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 registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will Piggyback Registration. The Company shall not be completed until at least 20 required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the registration statement therefor is filedeffective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), the Company may delay the notice of a Piggyback Registration until the day after the registration statement in connection with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, an initial Public Offering the Company shall not be required to deliver a Piggyback Notice nor include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which if the Company has received written requests for inclusion therein within 15 days after the receipt initial Public Offering involves only a primary offering of the Company’s notice; provided that Common Stock in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to which none of the closing thereofFamily Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them.

Right to Piggyback. Whenever the Company proposes to register file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any of its equity securities (including any proposed registration class of the Company’s securities by any third party) under the Equity Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, Registration or (ii) pursuant to a registration registrations on Form S-4 or S-8 or any successor or similar forms)Form S-4, whether or not for sale for its own account, 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 all holders Holders of Registrable Securities of its intention to effect such Piggyback Registration and (i) in the case of a registration (which Piggyback Registration that is a Shelf Takedown, such notice shall be given at least 20 days 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 applicable registration statement is case of any other Piggyback Registration, such notice shall be given not later than five (5) Business Days prior to be filed) andthe commencement of marketing efforts for an offering on such Registration Statement. The Company shall, subject to Sections 2(cthe provisions of Section 4(b) and 2(d)below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days (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, two (2) Business Days, in each case after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt date of the Company’s notice; provided that in no event the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section 4(b). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Demand Registration be closed unless Holder agrees not to disclose that such notice has been provided at least delivered or effect any sale or distribution of Common Stock until the earlier of (i) the date the registration statement prepared in connection with such Piggyback Registration has been publicly filed with the SEC and (ii) 20 days prior after the date of such notice; provided however, that with respect to any Piggyback Registration in connection with an initial public offering each Holder of Registrable Securities agrees to not effect any sale or distribution of Common Stock from the closing thereofdate of such notice through the marketing period for such offering which marketing period begins within 10 days after the date of notice.

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least ten (10) days prior written notice to all holders of Registrable Securities the Investors of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to the terms of Sections 2(c3(b) and 2(d3(c), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities the Investors wish to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in statement. If the Investors decide not to include all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and of its Registrable Securities in any related underwriting) all registration statement thereafter filed by the Company, the Investors will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a Registration Statement under which the Company has received written requests gives notice under this Section 3 is for inclusion therein within 15 days after an underwritten offering, then the receipt Company will so advise the Investors. In such event, the right of the Company’s notice; Investors’ Registrable Securities to be included in a registration pursuant to this Section 3 will be conditioned upon the Investors’ participation in such underwriting and the inclusion of the Investors’ Registrable Securities in the underwriting to the extent provided that herein. If the Investors determine to distribute their Registrable Securities through such underwriting then the Investors will enter into an underwriting agreement in no event shall customary form with the managing underwriter or underwriter(s) selected for such Demand Registration be closed unless underwriting. If the Investors disapprove of the terms of any such underwriting, the Investors may elect to withdraw therefrom by written notice has been provided to the Company and the underwriter, delivered at least 20 days ten (10) Business Days prior to the closing thereofeffective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration.

Right to Piggyback. Whenever Each time the Company proposes to register any shares of its equity securities Common Stock (including other than pursuant to Section 2.2 or pursuant to an Excluded Registration) for sale to the public (whether for the account of the Company or the account of any proposed registration security holder of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders each Holder of Registrable Securities of its intention to effect such a registration Shares not less than fifteen (which notice shall be given at least 20 15) days prior to the anticipated filing date of the applicable Company’s registration statement is statement. Such notice shall offer each such Holder the opportunity to be filed) andinclude any or all of its Registrable Shares in such registration statement, subject to Sections 2(cthe limitations contained in Section 2.3(b) and 2(d), shall include hereof. Each Holder who desires to have its Registrable Shares included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which statement shall so advise the Company has received written requests for inclusion therein in writing (stating the number of shares desired to be registered) within 15 fifteen (15) days after the receipt of such notice from the Company’s notice. Notwithstanding In the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because event the registration statement therefor is likely not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed)actually in progress at such time, the Company may delay shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice of a Piggyback Registration until shall have the day after the registration statement with respect same rights afforded above. Subject to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 22.3(b) below, the Company shall include in such registration (and in statement all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s noticebe included therein; 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 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 no event shall any registration statement pursuant to this Section 2.3(a) by giving written notice to the Company of such Demand Registration be closed unless such notice has been provided withdrawal at least 20 fifteen (15) days prior to the closing thereofsuch registration statement becoming effective.

Right to Piggyback. Whenever Except with respect to a Demand Registration or Shelf Registration, the procedures for which are addressed in Sections 3 and 4, respectively, if the Company proposes to register any of its equity securities (including any proposed file a registration of the Company’s securities by any third party) statement under the Securities Act (other than (i) pursuant with respect to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms)an offering of securities, whether or not for sale for its own accountaccount and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form X-0, and the registration form Xxxx X-0 or any successor forms thereto or (ii) filed to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 filing no later than ten business days prior to the filing date (the applicable “Piggyback Notice”) to all of the Holders of Registrable Equity Securities or Registrable Debt Securities, as applicable. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement is the number of applicable Registrable Securities as each such Holder may request (each, a “Piggyback Registration”). Subject to be filed) and, subject to Sections 2(c) and 2(dSection 6(b), the Company shall include in each such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all applicable Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 15 ten business days after notice has been given to the applicable Holder; provided that the Company shall not include in any Piggyback Registration Registrable Securities of any Holder in an amount in excess of such Holder’s Pro Rata Percentage. 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) 180 days after the receipt effective date thereof and (y) consummation of the Company’s notice. Notwithstanding distribution by the provisions Holders of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate (other than those making Piggyback Requests) included in such registration (e.g., because the registration statement therefor is likely Registration Statement. With respect to any such Underwritten Offering to be reviewed conducted by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed)Company, the Company may delay shall select the notice of a Piggyback Registration until the day after the registration statement with respect to underwriter(s) for such Piggyback Registration is filed, in which caseoffering, subject to the remainder reasonable satisfaction of this Section 2, the Company Sponsor in the event that the Sponsor shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all request inclusion of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereoftherein.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own accountaccount or for the account of any other Person), and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to the Stockholder of its intention to effect such a registration (which notice and shall be given at least 20 days prior use its best efforts to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written requests request from the Stockholder for inclusion therein within 15 days after five (5) Business Days following the Stockholder’s receipt of the Company’s notice. Notwithstanding If the provisions of this Section 2(a) Stockholder proposes to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of distribute its securities through a Piggyback Registration until that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the day after underwriter(s) selected by the registration statement Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration is filed, in which case, subject involve the use of an underwriter. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the remainder effective date of this Section 2the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such securities, the Company shall give notice to the Stockholder (if participating in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in Piggyback Registration) and, thereupon, shall be relieved of its obligation to register any related underwriting) all Registrable Securities in connection with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act for its own account, including, but not limited to, pursuant to a Shelf Takedown or an Underwritten Offering (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (iiw) pursuant to a registration statement Form S-4 (or similar form that relates to a transaction subject to Rule 145) or in which the Company is offering to exchange its own securities for other securities, (x) a registration pursuant to this Agreement, (y) a registration relating solely to employee benefit plans or any dividend or distribution reinvestment or similar plan, or relating to a registration relating solely to the sale of debt or convertible debt instruments or (z) a “universal” shelf registration statement on Form S-4 S-3 (provided, that for the avoidance of doubt, the foregoing clause (z) shall apply only to the filing of a “universal” shelf registration statement, but not to any Shelf Takedown or S-8 or any successor or similar forms), whether or not for sale for its own account, other sales of equity securities thereunder) and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice at least fifteen (15) days before the anticipated filing date to all holders of Registrable Securities the CD&R Stockholders of its intention to effect such a registration (which notice shall be given at least 20 days prior to held in confidence by the date the applicable CD&R Stockholders until such registration statement is to be filed) and, subject to Sections 2(cpublicly disclosed) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities held by the CD&R Stockholders with respect to which the Company has received from the CD&R Stockholder a written requests request for inclusion therein within 15 ten (10) days after the receipt date of the Company’s noticenotice (a “Piggyback Registration”). Notwithstanding If the provisions CD&R Stockholder has made such a written request, it may withdraw its or any Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, on or before the fifth (5th) day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 2(a) 3 prior to the contraryeffectiveness of such registration, as long as whether or not the Company determines that such delay would not impair the ability of holders of CD&R Stockholder has elected to include Registrable Securities to participate in such registration (e.g.registration, because and, except for the registration statement therefor is likely obligation to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedpay Registration Expenses pursuant to Section 3(c), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject will have no liability to the remainder of this Section 2, the Company shall include CD&R Stockholder in connection with such registration (and in all related registrations and qualifications under state blue sky laws termination or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofwithdrawal.

Right to Piggyback. Whenever If on or after the Company first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its equity securities (including any proposed registration of the Company’s securities by any third partysecurities) under the Securities Act (other than (i) pursuant to a Demand Registration, Registration which is shall be governed by Section 12, or (ii) pursuant to a registration and registrations on Form S-4 (or F-4) or Form S-8 or on any successor or other form promulgated for similar forms), whether purposes or not for sale for its own account, relating to a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d)the terms hereof, shall use commercially reasonable efforts to include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after (which request shall specify the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders number of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely intended to be reviewed disposed of by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 Holder) within 21 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of holders receive the Company’s notice; provided provided, that in no event shall such Demand Registration be closed unless such (i) if, at any time after giving written notice has been provided at least 20 days of its intention to register any securities and prior to the closing thereofeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. Whenever If the Company Corporation or any other Person that has demand registration rights (a “Third Party Registrant”) at any time after the expiration of any underwriter lock-up period applicable to the IPO proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar formspurposes), whether or not for sale for its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a “Piggyback Registration”)for sale to the public under the Securities Act, the Company shall Corporation will, at each such time, give prompt written notice to all holders of Registrable Securities KRH of its intention to effect such a registration (which notice shall be given at least 20 days prior to do so and of KRH’s rights under this Agreement. Upon the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein request of KRH made within 15 days after the receipt of any such notice (which request shall specify the Company’s noticeRegistrable Securities intended to be disposed of by KRH), the Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by KRH; provided, however, that (a) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Corporation or such Third Party Registrant shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Corporation may, at its election, give written notice of such determination to KRH and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, KRH shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Corporation or such Third Party Registrant on substantially the same terms and conditions as apply to the Corporation or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the provisions of foregoing, if a registration requested pursuant to this Section 2(a2(b) involves an underwritten public offering, KRH may elect, in writing prior to the contrary, as long as the Company determines that such delay would not impair the ability effective date of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely filed in connection with such registration, not to be reviewed by the register all or any part of its Registrable Securities and Exchange Commission and/or in connection with such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, registration. The registrations provided for in which case, subject to the remainder of this Section 22(b) are in addition to, the Company shall include and not in such registration (and lieu of, registrations made in all related registrations and qualifications under state blue sky laws or in compliance accordance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofSection 2(a).

Right to Piggyback. Whenever (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register sell Common Stock in any of its equity securities Underwritten Offering (including any proposed registration of the Company’s securities such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by any third party) under the Securities Act (other than Other Holders, a “Piggyback Rights Company Offering”), at least seven Business Days prior to (i) pursuant to a Demand Registration, which is governed by Section 1, the Offering Launch Date for such Piggyback Rights Company Offering or (ii) pursuant if a Registration Statement is not effective, filing a Registration Statement with respect to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “proposed Piggyback Registration”)Rights Company Offering, the Company shall give prompt written notice of such proposed Piggyback Rights Company Offering to all holders of Registrable Securities of its intention to effect such a registration Notice Holders (the “Offering Notice”), which notice shall be given at least 20 days prior offer the Notice Holders the opportunity to include such number of Registrable Common Securities in the date the applicable registration statement is Piggyback Rights Company Offering as each such Notice Holder may request. Subject to be filed) and, subject to Sections 2(c) and 2(dSection 3.2(a), shall each Notice Holder will have the right (“Piggyback Rights”) to include in such registration Piggyback Rights Company Offering (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and Registration Statement, if applicable) any Registrable Common Securities requested to be included by such Notice Holder by notice to the Company provided within four Business Days after the Company provides the Offering Notice; provided that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any related underwritingsuch Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such four Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Common Securities) all Registrable Securities with respect to which as the Company has received written requests for inclusion therein within 15 days after may reasonably request in the receipt of the Company’s notice. Notwithstanding Offering Notice in accordance with the provisions of this Section 2(a) 5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such four Business Day period requesting to include any of its Registrable Securities in such Piggyback Rights Company Offering agrees that, if any information contained in the Notice and Questionnaire that it most recently provided to the Company is incorrect, then it will provide a new Notice and Questionnaire within such four Business Day Period, and, in the absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is correct. Notwithstanding anything to the contrary, (x) this Section 3.1 will not apply to any offering of preferred securities, debt securities, or debt securities convertible into or exchangeable for, or warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the related registration statement registers the issuance of Common Stock upon conversion, exchange or exercise of such debt securities, warrants or rights; and (y) no Holder that is not a Notice Holder will have any rights pursuant to this Article III. (b) Each Holder agrees that such Holder will treat as long confidential the receipt of any Offering Notice and shall not disclose or use the information contained in such Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such Holder in breach of the terms of this Agreement. (c) The Company determines that such delay would not impair shall have the ability right to determine the Offering Launch Date for any Piggyback Rights Company Offering. The Company shall also have the right to determine the structure of holders the Piggyback Rights Company Offering, the right to determine the underwriters (and their roles) in the Piggyback Rights Company Offering and the right to negotiate the terms of Registrable Securities any underwriting agreement (other than those provisions relating to participate in such registration (e.g.the Holders), because including the registration statement therefor is likely number of shares to be reviewed sold (if not all shares offered can be sold at the highest price offered by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedunderwriters), the offering price and underwriting discount. The Company may delay determine not to proceed with any Piggyback Rights Company Offering, and the notice Notice Holders shall be permitted to withdraw any of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedtheir Registrable Common Securities included therein, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in each case at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days time prior to the closing thereofpricing of such Piggyback Rights Company Offering. The Company shall coordinate with the Notice Holders in connection with the fulfillment of its responsibilities pursuant to Section 5.1. (d) The Company will not grant any Other Holders with rights to include any securities of such Other Holders in any Demand Underwritten Offering unless such rights are subject to limitations substantially similar to those set forth in Section 3.2.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Demand Registrationfiled in connection with any employee stock option or other benefit plan, which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor or similar formsrule thereto), whether (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red xxxxxxx” prospectus or prospectus supplement used for sale for its own accountmarketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the registration form name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to be used may be used for all of the registration Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall give prompt written notice to cause all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate be included in such registration (e.g.Piggyback Registration and, because if applicable, shall use its commercially reasonable efforts to cause the registration statement therefor is likely managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be reviewed by included therein on the Securities same terms and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), conditions as any similar securities of the Company may delay included in such Registration and to permit the notice sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration until the day after the registration statement with respect shall be subject to such Piggyback Registration is filed, Holder’s agreement to enter into an underwriting agreement in which case, subject to customary form with the remainder of this Section 2, the Company shall include in underwriter(s) selected for such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of Underwritten Offering by the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever Commencing on the Company date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to register any of shares of its equity securities Common Stock (including other than shares of Common Stock underlying any proposed registration of the Company’s securities by any third partyoption, warrant, or convertible debt or other security) under the Securities Act (other than (i) pursuant to a the Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), the Company BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company BCI has received written requests for inclusion therein within 15 days after the receipt date of the Company’s its notice. Notwithstanding the provisions of this Section 2(a) anything herein to the contrary, as long as the Company determines that such delay would BCI shall not impair the ability of holders be required to effect any registration of Registrable Securities under this paragraph 2: (i) incidental to participate the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the filing of a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration is a primary registration on behalf of BCI (whether or not underwritten) and BCI determines in its reasonable judgment that including any Registrable Securities in such registration (e.g., because the will adversely effect such primary registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, or BCI's objectives in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofconnection therewith.

Right to Piggyback. Whenever If the Company proposes to register any shares of its equity Common Stock (or securities (including any proposed registration of convertible into or exchangeable for Common Stock) with the Company’s securities by any third party) Commission under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration Registration on Form S-4 or S-8 Form S-8, or any successor or similar forms), whether or not for sale for its own account, and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration (Registration, which notice shall be given will specify the proposed offering price (if determined at least 20 days prior to that time), the date the applicable registration statement is kind and number of securities proposed to be filed) andregistered, the distribution arrangements and will, subject to Sections 2(c) and 2(dSection 5(a)(ii), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within 15 twenty (20) days after the receipt last date such Piggyback Notice was deemed to have been given pursuant to Section 15.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contraryRegistration Statement filed in connection with such Registration, as long as the Company determines for any reason not to register or to delay Registration, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such Registration, and (B) in the case of a determination to delay would not impair registering, shall be permitted to delay registering any Registrable Securities for the ability same period as the delay in registering such other securities. No Stockholder may obtain a Piggyback Registration on a Demand Registration initiated by JWC or AT&T except that each of holders AT&T and JWC may Piggyback on the Demand Registrations of the other; PROVIDED that, in such circumstances, any reduction requested by the managing underwriter(s) in such registration in the number of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not registered shall first be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject applied to the remainder of this Section 2, party seeking to Piggyback on the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofRegistration.

Right to Piggyback. (i) Whenever the Company after the date of a Triggering Financing is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least thirty (30) days prior written notice to all holders of Registrable Securities the Holder of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to the terms of Sections 2(c4.03(b) and 2(d4.03(c), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities Warrant Shares with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability number of holders of Registrable Securities Warrant Shares the Holder wishes to participate include in such registration statement. If the Holder decides not to include all of its Warrant Shares in any registration statement thereafter filed by the Company, such Xxxxxx will nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a Registration Statement under which the Company gives notice under this Section 4.03 is for an underwritten offering, because then the Company will so advise the Holders of Warrant Shares. In such event, the right of any such Xxxxxx’s Warrant Shares to be included in a registration pursuant to this Section 4.03 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Warrant Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Warrant Shares through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement therefor statement. Any Warrant Shares excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single “Holder,” and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to “Holder” will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and “Holder,” as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. Whenever (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register sell Common Stock in any of its equity securities Underwritten Offering (including any proposed registration of the Company’s securities such Underwritten Offering which would also include Registrable Securities or Common Stock held by any third partyOther Holders, a “Piggyback Rights Company Offering”), at least ten (10) under the Securities Act (other than Business Days prior to (i) pursuant to a Demand Registration, which is governed by Section 1, the Offering Launch Date for such Piggyback Rights Company Offering or (ii) pursuant if a Registration Statement is not effective, filing a Registration Statement with respect to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “proposed Piggyback Registration”)Rights Company Offering, the Company shall give prompt written notice of such proposed Piggyback Rights Company Offering to all holders Notice Holders (the “Offering Notice”), which notice shall offer the Notice Holders the opportunity to include such number of Registrable Securities in the Piggyback Rights Company Offering as each such Notice Holder may request. Subject to Section 3.2(a), each Notice Holder will have the right (“Piggyback Rights”) to include in such Piggyback Rights Company Offering (and Registration Statement, if applicable) any Registrable Securities requested to be included by such Notice Holder by notice to the Company provided within five (5) Business Days after the Company provides the Offering Notice; provided, that the Company will not be required to include a Notice Holder’s Registrable Securities in any such Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such five (5) Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Securities) as the Company may reasonably request in the Offering Notice in accordance with the provisions of Section 5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such five (5) Business Day period requesting to include any of its intention Registrable Securities in such Piggyback Rights Company Offering agrees that, if any information contained in the Notice and Questionnaire that it most recently provided to effect the Company is incorrect, then it will correct such information in writing to the Company within such five (5) Business Day period, and, in the absence of receiving a registration new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is correct. (b) Each Holder agrees that such Holder will treat as confidential the receipt of any Offering Notice and shall not disclose or use the information contained in such Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by such Holder in breach of the terms of this Agreement), which notice shall in no event be more than ten (10) Business Days after deliver of such notice. (c) The Company shall have the right (after consultation with the Notice Holders) to determine the Offering Launch Date, the structure for any Piggyback Rights Company Offering, the underwriters (and their roles) for any Piggyback Rights Company Offering, and negotiate the terms of any underwriting agreement (other than those provisions relating to the Holders) for any Piggyback Rights Company Offering. The Company may determine not to proceed with any Piggyback Rights Company Offering, and the Notice Holders shall be given permitted to withdraw any of their Registrable Securities included therein, in each case at least 20 days any time prior to the date pricing of such Piggyback Rights Company Offering. The Company shall coordinate with the applicable registration statement is Notice Holders in connection with the fulfillment of its responsibilities pursuant to be filedSection 5.1. (d) and, The Company will not grant any Other Holders with rights to include any securities of such Other Holders in any Demand Underwritten Offering unless such rights are subject to Sections 2(c) and 2(d), shall include limitations substantially identical to those set forth in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof3.2.

Right to Piggyback. Whenever At any time after the date hereof, whenever the Company proposes to register any shares of its equity securities Company Common Stock (including any proposed registration of the Company’s securities by any third party“Common Shares”) under the Securities Act (other than pursuant to (i) pursuant to a Demand Registrationregistrations on Form S-8 or any similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, which is governed by Section 1, or (ii) pursuant to a registration registrations on Form S-4 or S-8 any similar form(s) solely for registration of securities in connection with a business combination, (iii) a Mandatory Shelf Registration Statement, or any successor (iv) a shelf registration statement filed for Vatera Healthcare Partners LLC pursuant to the Prior Registration Rights Agreements or similar formsfor affiliates of Deerfield Management Company L.P. (the “Deerfield Holders”) pursuant to the Debt Commitment Letter (as defined in the Purchase Agreement)), whether or not for sale for its own accountaccount or for the account of one or more securityholders of the Company, and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities the Shareholder of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within 15 days after the receipt date of the Company’s noticenotice (a “Piggyback Registration”). Notwithstanding Once the provisions of this Section 2(a) to the contraryShareholder has made such a written request, as long as the Company determines that such delay would not impair the ability of holders of it may withdraw its Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to from such Piggyback Registration is filed, in which case, subject by giving written notice to the remainder of this Section 2Company and the managing underwriter, if any, on or before the Company shall include in such registration fifth (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting5th) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days day prior to the closing thereofanticipated effective date of such Piggyback Registration. The Company may terminate or withdraw any registration initiated by it and covered by this Section 2 prior to the effectiveness of such registration, whether or not the Shareholder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to the Shareholder in connection with such termination or withdrawal.

Right to Piggyback. Whenever (a) At any time (i) the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third partyother than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than (i) whether for the account of the Company or the account of any securityholder of the Company and including any registration statement pursuant to Rule 415 under the Securities Act (such as a Demand Registration“universal shelf” registration statement)), which is governed by Section 1, and the form of registration to be used permits the registration of Registrable Shares or (ii) the Company or any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration on Form S-4 or S-8 or any successor or similar forms), whether or statement pursuant to Rule 415 under the Securities Act in which Registrable Shares held by a Holder are included and have not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)previously been disposed of, the Company shall give prompt written notice to all holders each Holder of Registrable Securities of its intention to effect such a registration Shares (which notice shall be given at least 20 not less than 30 days prior to the effective date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding registration statement or the provisions commencement of this Section 2(aan offering in the case of an offering made under a registration statement pursuant to Rule 415 under the Securities Act that previously has become effective), which notice shall offer each such Holder the opportunity to (x) to in the contrarycase of a registration statement under clause (i) above, as long as the Company determines that such delay would not impair the ability of holders of include any or all Registrable Securities to participate Shares in such registration (e.g.or, because at the Company’s option, in a separate registration statement therefor is likely filed concurrently therewith or (y) in the case of an underwritten offering to be reviewed made under a registration statement that previously has been declared effective, include in such offering any or all of such Holder’s Registrable Shares that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a “Piggyback Registration”), subject to the limitations contained in Section 2.2.2 hereof, and, if the proposed registration or offering relates to an underwritten offering, such notice shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Shares included in a Piggyback Registration shall so advise the Company in writing (stating the number of Registrable Shares desired to be included and the intended method of disposition) within 20 days after 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 Shares in any Piggyback Registration by giving written notice to the Company of such withdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than, in the case of a Piggyback Registration under Section 2.2.1(a)(i), payment of registration and filing fees actually paid by the Securities and Exchange Commission and/or Company to the SEC prior to receipt of such offering will written notice requesting withdrawal to the extent related to the Registrable Shares to be withdrawn; provided, however, that such withdrawing Holder shall not be completed until at least 20 days obligated to pay Registration Expenses if after the registration statement therefor is filed)has first been filed with the SEC there has been any event, change or effect which, individually or in the Company may delay aggregate, had or would be reasonably likely to have a material adverse effect on the notice business, operations, prospects, assets, condition (financial or otherwise) or results of a Piggyback Registration until operations of the day after the registration statement with respect Company. Subject to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 22.2.2 hereof, the Company shall include in such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect Shares so requested to which be included therein; provided, however, that the Company has received written requests for inclusion therein within 15 days after may at any time withdraw or cease proceeding with any such registration if it shall at the receipt same time withdraw or cease proceeding with the registration of all other equity securities proposed to be registered. (c) The rights under this Section 2.2.1 shall not apply to Registrable Shares in the Company’s notice; provided that in no event shall such of a Demand Registration, a Company Shelf Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofor any Shelf Takedown.

Right to Piggyback. Whenever If at any time after the Company proposes Contingent Share Issue Date, PURCHASER shall determine to register any shares of PURCHASER Common Stock for its equity securities (including own account or for the account of any proposed stockholder of PURCHASER, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales or a registration statement filed pursuant to the terms of an agreement existing as of the Company’s securities by any third party) under date hereof that does not permit the inclusion of the Additional Registrable Securities Act (other than therein, then PURCHASER will: (i) pursuant promptly give to a Demand Registrationeach Holder written notice thereof, which is governed by notice briefly describes the Holders’ rights under this Section 1, or 1.3(b) (including notice deadlines); and (ii) pursuant use its best efforts to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all any related registrations and qualifications filing or qualification under state applicable blue sky laws or laws), except as set forth in compliance with other registration requirements Section 1.3(f) below, and in any related underwriting) underwriting involved therein, all the Additional Registrable Securities with respect to which the Company has not already covered by an existing and effective registration and specified in a written request or requests, made by any Holder and received written requests for inclusion therein by PURCHASER within 15 ten (10) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(awritten notice from PURCHASER described in clause (i) to the contraryabove is mailed or delivered by PURCHASER; provided, as long as the Company determines however, that such delay would not impair the ability of holders of Registrable Securities to participate Holders shall have requested for inclusion in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after ten percent (10%) of the registration statement therefor is filed), aggregate number of the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in Additional Registrable Securities which case, subject have been issued or transferred to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days Holders prior to the closing thereofdate of such written request and which are not already covered by an existing and effective registration. Such written request may specify all or a part of a Holder’s Additional Registrable Securities.

Right to Piggyback. Whenever (a) At any time (i) the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third partyother than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than (i) whether for the account of the Company or the account of any securityholder of the Company and including any registration statement pursuant to Rule 415 under the Securities Act (such as a Demand Registration“universal shelf” registration statement)), which is governed by Section 1, and the form of registration to be used permits the registration of Registrable Shares or (ii) the Company or any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration on Form S-4 or S-8 or any successor or similar forms), whether or statement pursuant to Rule 415 under the Securities Act in which Registrable Shares held by a Holder are included and have not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)previously been disposed of, the Company shall give prompt written notice to all holders each Holder of Registrable Securities of its intention to effect such a registration Shares (which notice shall be given at least 20 not less than 30 days prior to the effective date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding registration statement or the provisions commencement of this Section 2(aan offering in the case of an offering made under a registration statement pursuant to Rule 415 under the Securities Act that previously has become effective), which notice shall offer each such Holder the opportunity to (x) to in the contrarycase of a registration statement under clause (i) above, as long as the Company determines that such delay would not impair the ability of holders of include any or all Registrable Securities to participate Shares in such registration (e.g.or, because at the Company’s option, in a separate registration statement therefor is likely filed concurrently therewith or (y) in the case of an underwritten offering to be reviewed made under a registration statement that previously has been declared effective, include in such offering any or all of such Holder’s Registrable Shares that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a “Piggyback Registration”), subject to the limitations contained in Section 2.2.2 hereof, and, if the proposed registration or offering relates to an underwritten offering, such notice shall specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Shares included in a Piggyback Registration shall so advise the Company in writing (stating the number of Registrable Shares desired to be included and the intended method of disposition) within 20 days after 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 Shares in any Piggyback Registration by giving written notice to the Company of such withdrawal prior to the effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than, in the case of a Piggyback Registration under Section 2.2.1(a)(i), payment of registration and filing fees actually paid by the Securities and Exchange Commission and/or Company to the SEC prior to receipt of such offering will written notice requesting withdrawal to the extent related to the Registrable Shares to be withdrawn; provided, however, that such withdrawing Holder shall not be completed until at least 20 days obligated to pay Registration Expenses if after the registration statement therefor is filed)has first been filed with the SEC there has been any event, change or effect which, individually or in the Company may delay aggregate, had had or would be reasonably likely to have a material adverse effect on the notice business, operations, prospects, assets, condition (financial or otherwise) or results of a Piggyback Registration until operations of the day after the registration statement with respect Company. Subject to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 22.2.2 hereof, the Company shall include in such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect Shares so requested to which be included therein; provided, however, that the Company has received written requests for inclusion therein within 15 days after may at any time withdraw or cease proceeding with any such registration if it shall at the receipt same time withdraw or cease proceeding with the registration of all other equity securities proposed to be registered. (c) The rights under this Section 2.2.1 shall not apply to Registrable Shares in the Company’s notice; provided that in no event shall such of a Demand Registration, a Company Shelf Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofor any Shelf Takedown.

Right to Piggyback. Whenever At any time when (i) the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Equity Securities under the Securities Act (other than (ion a Shelf Registration Statement filed pursuant to Section 2(a) of this Exhibit, pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar formstheir equivalents), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities, and a Shelf Registration Statement is not effective pursuant to Section 2(a) of this Exhibit, or (ii) the Company proposes to undertake an underwritten offering of its Equity Securities (other than on a Shelf Registration Statement filed under Section 2(a) of this Exhibit or pursuant to a Demand Registration) pursuant to a registration form that may be used for the registration of Registrable Securities (any such registration in each of clauses (i) and (ii), a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Eligible Holders who hold Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(c4(c) and 2(d)4(d) of this Exhibit, shall include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) ), on the same terms and conditions as any other securities included therein, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after (which written requests shall specify the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders number of Registrable Securities requested to participate be included in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingRegistration) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that Registrable Securities shall not be included in no event shall such Demand Registration be closed a registration or offering with respect to an IPO unless such notice has been provided at least 20 days prior to the closing thereofmanaging underwriters administering the IPO otherwise reasonably agree.

Right to Piggyback. Whenever Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the Company first anniversary of the Date of Issuance SEi proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) file a Registration Statement under the Securities Act with respect to any offering of the Common Stock by SEi for its own account and/or on behalf of any of its security holders (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-8 or S-4 or S-8 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the (iii) any registration of Registrable Securities securities as it relates to an offering and sale to management of SEi pursuant to any employee stock plan or other employee benefit plan arrangement) then, as soon as practicable (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration but in no event less than twenty (which notice shall be given at least 20 20) days prior to the proposed date of filing such Registration Statement), SEi shall give written notice of such proposed filing to the applicable registration statement is Holders, and such notice shall offer the Holders the opportunity to be filed) and, subject register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to Sections 2(c) and subsection 2(d), SEi shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein requested within 15 fifteen (15) days after the receipt of any such notice (which request shall specify the Company’s notice. Notwithstanding Registrable Securities intended to be disposed of by the provisions Holders to be included in the registration for such offering pursuant to a Piggyback Registration), provided, however, that if, at any time after giving written notice of this Section 2(a) its intention to register Common Stock and prior to the contraryeffective date of the Registration Statement filed in connection with such registration, as long as SEi shall determine for any reason not to register or to delay registration of the Company determines that Common Stock to be registered for sale by SEi, SEi may, at its election, give written notice of such delay would not impair determination to the ability of holders Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to participate register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (e.g., because but not from its obligation to pay the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedRegistration Expenses in connection therewith), and (ii) in the Company may delay the notice case of a Piggyback Registration until determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the day after same period as the registration statement with respect to delay in registering such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofCommon Stock.

Right to Piggyback. Whenever (i) If the Company proposes to register any of its equity securities (including any proposed file a registration of the Company’s securities by any third party) statement under the Securities Act (other than (i) pursuant with respect to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), an offering of Company Securities whether or not for sale for its own accountaccount (other than a registration statement (i) on Form X-0, and Xxxx X-0 or any successor forms thereto, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan, or (iii) otherwise in connection with a direct or indirect acquisition or consolidation involving the registration form Company), then, each such time, the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include (or cause to be used may be used for the included) in such registration of statement Registrable Securities (a “Piggyback Registration”), the . The Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) andshall, subject to Sections 2(cthe provisions of Section 3(b) and 2(d)hereof, shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received a written requests request from the Holders for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) such Piggyback Notice is deemed given to the contraryHolders as provided in Section 12(c). (ii) Notwithstanding anything to the contrary set forth herein, as long as the Company determines that if such delay would not impair the ability of holders of Piggyback Registration involves an Underwritten Offering, each Holder participating in such Piggyback Registration must sell its Registrable Securities to participate the selected underwriters on the same terms and conditions (including any lock-up obligations; provided, however, that no such Holder shall be required to make representations and warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (e.g.or indemnities with respect thereto) as to (i) such Holder’s ownership of his, because the registration statement therefor is likely hers or its Registrable Securities to be reviewed transferred free and clear of all liens, claims and encumbrances, (ii) such Holder’s power and authority to effect such transfer and (iii) matters pertaining to compliance with securities laws by the Securities and Exchange Commission and/or such offering will not Holder as may be completed until at least 20 days after the registration statement therefor is filed), reasonably requested) applicable to the Company may delay or any other holders of Company Securities on whose behalf the notice of Piggyback Registration was initiated. If at any time after giving a Piggyback Registration until the day after the registration statement with respect Notice pursuant to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 23(a) and before the effective date of the applicable registration statement, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in determine for any related underwriting) all Registrable Securities with respect reason not to which register the Company has received written requests for inclusion therein within 15 days after Securities it had proposed to register, the receipt Company shall give notice to all Holders requesting Piggyback Registration and the Company shall be relieved of the Company’s notice; provided that in no event shall such Demand Registration its obligations to register any Company Securities to be closed unless such notice has been provided at least 20 days prior registered pursuant to the closing thereofthis Section 3(a).

Right to Piggyback. Whenever prior to the Company Termination Date CPLP proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than file (i) pursuant to a Demand Registrationshelf registration statement, which is governed other than the Registration Statement contemplated by Section 13(a), or a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 3(a) and the Holders may be included without the filing of a post-effective amendment, or (ii) pursuant to a registration statement, other than a shelf registration statement, (in each case other than on a registration statement on Form S-4 X-0, X-0, X-0 or S-8 F-4, or any similar successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more holders of Units (other than the Holders) (a “Piggyback Registration”), the Company CPLP shall give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c2(b) and 2(d2(c), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements statement and in any related underwriting) offering of Units to be made pursuant to that registration statement all Registrable Securities with respect to which the Company CPLP has received a written requests request for inclusion therein from a Holder within 15 10 days after the such Holder’s receipt of CPLP’s notice (or as much notice as practicable, which, for the Company’s avoidance of doubt may be as little as one hour, in connection with any overnight or bought Underwritten Offering; provided, that if in connection with an offering of any primary securities by CPLP, if it is not practicable to provide such notice in the case of an overnight or bought Underwritten Offering, CPLP shall not be required to provide such notice. Notwithstanding ; provided, further, that if the provisions managing underwriters advise CPLP that in their opinion no additional Units may be sold in such offering without materially delaying or jeopardizing the success of this Section 2(a) to such offer, no notice shall be required); provided, that only Registrable Securities of the contrary, as long same class or classes as the Company determines that such delay would not impair the ability of holders of Registrable Securities Units being registered may be included. CPLP shall have no obligation to participate in proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until for any reason at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days time prior to the closing pricing thereof. If CPLP or any other Person other than a Holder proposes to sell Units in an Underwritten Offering pursuant to a registration statement on Form F-3 under the Securities Act, such offering shall be treated as a primary or secondary Underwritten Offering pursuant to a Piggyback Registration.

Right to Piggyback. Whenever If the Company proposes to register file any of its equity securities (including any proposed ------------------ registration of the Company’s securities by any third party) statement under the Securities Act for purposes of an Offering of securities of the Company (including, but not limited to, registration statements relating to secondary Offerings of securities of the Company, but excluding Registration Statements relating to employee benefit plans or other than (i) pursuant compensatory arrangements or with respect to a Demand Registration, which is governed by Section 1corporate reorganizations, or (iiother transactions under Rule 145 of the Securities Act) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders of Registrable Securities each Holder of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filedeach, a "Piggyback Notice") and, subject to Sections 2(c) and 2(d)the terms hereof, shall the Company will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) days after the receipt date of delivery of the Company’s notice. Notwithstanding the provisions Piggyback Notice; provided, however, that if, at any time after giving written notice of this Section 2(a) its intention to register any shares and, prior to the contrary, as long as effective date of the Company determines that Registration Statement filed in connection with such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2registration, the Company shall include in determine for any reason not to register any such registration (shares, the Company may, at its election, give written notice of such determination to the Holders requesting inclusion therein, and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in thereupon, the Company shall be relieved of any related underwriting) all obligation to register any Registrable Securities in connection with respect to which such terminated registration. If the Company has received written requests for inclusion therein within 15 days after the receipt Piggyback Registration is an underwritten Offering on behalf of the Company’s notice; provided that , then the Company shall not be required to include any Registrable Securities of a Holder in no event shall such Demand Registration be closed Offering unless such notice has been provided at least 20 days prior Holder enters into a customary form of underwriting agreement in form and substance reasonably satisfactory to the closing thereofunderwriters and the Company.

Right to Piggyback. Whenever Following the expiration of the Standstill/Lock-up Period (unless earlier consented to in writing by the Company pursuant to the Warrant), but prior to the Termination Date, whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Shares under the Securities Act (other than (i) pursuant to on a Demand Registrationregistration statement on Form S-8, which is governed by Section 1F-8, S-4 or F-4), or (ii) pursuant to a sell any Shares under an effective registration statement other than the Company’s Registration Statement on Form S-4 S-3 (File No. 333-268200) filed with the SEC on November 7, 2022 (unless any other holders of the Company’s equity or S-8 or any successor or similar formsequity-linked securities are offered the opportunity to sell under such registration statement), whether or not for sale for its own accountaccount or for the account of one or more holders of securities, and the form of registration form statement or such effective registration statement to be used may be used for the any registration or sale of Registrable Securities (including by way of post-effective amendment to include such Registrable Securities) (a “Piggyback Registration”), then, subject to rights existing as of the date hereof of such other holders of securities, the Company shall give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such a registration or sale (which notice shall may not be given at least 20 days less than two (2) Business Days prior to the date the applicable proposed registration statement is to be filedand/or launch of such offering) and, subject to Sections 2(c3(b) and 2(d3(c), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and statement and/or in any related underwriting) offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 15 ten (10) days after the such Hxxxxx’s receipt of the Company’s noticenotice or such shorter time as is reasonably specified by the Company in light of the circumstances. Notwithstanding The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the provisions pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration effected pursuant to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company 3 shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect be deemed to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has have been provided at least 20 days prior effected pursuant to the closing thereofSection 2(b).

Right to Piggyback. Whenever (i) the Company proposes Corporation intends to register any of sell its equity securities (including any proposed in a primary offering pursuant to a registration statement filed with the Commission or whenever the securities of the Company’s securities by any third party) Corporation then issued and outstanding are to be registered under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) but not including the sale of the Corporation's securities pursuant to a registration statement that the Corporation is required to, or has undertaken to, file in connection with the IPO including, but not limited to, the registration statements required to be filed to register the shares of Common Stock subject to the Warrants, the Representative's Warrants and the Warrants underlying the Representative's Warrants as defined in the Registration Statement (the "IPO Registrations"), or a registration statement on Form S-4 or S-8 or any successor Form S-4, or similar forms), whether or not for sale for its own account, their successors and (ii) the registration form to be used may be used for the registration of Registrable Securities Shares (a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities the Gorensteins (at the address set forth in Section 14 hereof) of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration and, if such registration is an underwritten registration, in the underwriting agreement , subject to the terms of paragraphs (b) and in (c) of this Section 2, all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of the Registrable Securities Shares with respect to which the Company Corporation has received a written requests request for inclusion therein within 15 thirty (30) days after the receipt of Corporation's notice has been given, provided, however, if no shareholders other than the Company’s noticeGorensteins are participating in such registration, the Gorensteins must request that at least 23,924 Registerable Shares be included in the Piggyback Registration. Notwithstanding The Corporation shall have the provisions of this Section 2(a) right to postpone or withdraw any Piggyback Registration without obligation or liability to the contrary, as long as Gorensteins except for the Company determines that such delay would not impair the ability payment of holders of Registrable Securities to participate their reasonable legal fees and disbursements incurred in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement connection with respect to such Piggyback Registration is filed, in which case, subject pursuant to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof5.

Right to Piggyback. Whenever At any time after the Closing (as defined in Section 2(f) below), whenever the Company proposes to publicly sell in an underwritten offering (as defined in Section 1(s)) or register for sale any of its equity securities in an underwritten registration (including any proposed as defined in Section 1(s)) pursuant to a registration of the Company’s securities by any third partystatement (a “Piggyback Registration Statement”) under the Securities Act (other than (i) a registration statement on Form S-8 or Form S-4, or, in each case, pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any similar successor or similar formsforms thereto), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more securityholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice to all holders the Investor at least ten Business Days (or if such notice period is not practicable under the circumstances, the Company shall use reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances) prior to the initial filing of Registrable Securities such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such a sale or registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(b) and 2(c) and 2(d)hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration Statement all Registrable Securities of the same class of the securities that are being registered and that are the subject of the offering with respect to which the Company has received a written requests request from the Investor for inclusion therein within 15 days five Business Days (as defined in Section 2(e) below) after the receipt date of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as notice (or such shorter period if the Company determines that such delay would not impair provides less than 6 Business Days notice as described in the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedparenthetical above), the . The Company may delay postpone or withdraw the notice filing or the effectiveness of a Piggyback Registration until at any time in its sole discretion, without prejudice to the day after the registration statement with respect Investor’s right to such immediately request a Demand Registration hereunder. The Investor’s right to participate in any Piggyback Registration is filed, shall be conditioned on the Investor entering into an underwriting agreement in which case, subject customary form and acting in accordance with the terms and conditions thereof. Notwithstanding anything to the remainder of contrary contained herein, no 5% Spinoff Xxxxx Stockholder is entitled to any rights under this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever If (i) the executive officers of the Company proposes to register any of its equity securities (including any proposed registration have actual knowledge that one or more members of the Company’s securities by any third partyInvestor Group beneficially owns Registrable Securities and (ii) the Company intends to file a registration statement under the Securities Act (other than (i) pursuant with respect to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms)an offering of Common Shares, whether or not for sale for its own accountaccount (other than a registration statement (a) on Form X-0, and Xxxx X-0 or any successor forms thereto or (b) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, at least 20 business days prior to the filing such a registration form statement, the Company shall give written notice (the “Piggyback Notice”) to be used may be used for the Investor of its intention to file a registration statement. The Piggyback Notice shall offer such holders of Registrable Securities the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities of as each such holder may request (a “Piggyback Registration”). Subject to Section 3.1(c), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in each such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Investor within 15 ten business days after the receipt Piggyback Notice has been provided to the Investor (the “Piggyback Response”). The Company shall not be required to maintain the effectiveness of a registration statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof, and (ii) consummation of the Company’s noticedistribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding the provisions of this Section 2(a) to the contrary, as long The Investor shall provide such information and other cooperation as the Company determines reasonably requests in connection with the preparation, filing and use of any registration statement pursuant to this Section 3.1(b), including, without limitation, information required by Item 507 of Regulation S-K promulgated under the Securities Act; provided that such delay would not impair the ability of holders Company may refuse to proceed with the registration of Registrable Securities if the Investor fails to participate in such registration (e.g., because provide information within the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder scope of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein sentence within 15 days a reasonable time after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofreceiving a request.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 13, or (ii) pursuant if the Corporation proposes to file a registration on Form S-4 or S-8 or any successor or similar forms), statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for of its own accountaccount (other than a registration statement (i) on Form X-0, and 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), then, each such time after the registration form Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used for included) in such registration statement the registration number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), Corporation shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) notice has been given to the contrary, as long as the Company determines that such delay would not impair the ability of applicable holder. The eligible holders of Registrable Securities 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 Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days (two years for a shelf registration statement) after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, (i) in connection with an Initial Public Offering in which the Requisite Investor Shareholders are selling (or causing to be sold) shares of Common Stock beneficially owned by them or any of the Persons described in the last paragraph of Section 3(b) in any such Initial Public Offering on a secondary basis (whether pursuant to a Demand Notice or otherwise), the Corporation shall be required to deliver a Piggyback Notice to the other Shareholders and in such event all Shareholders that are direct or indirect holders of Registrable Securities shall have the right to participate in such registration offering on a pro rata basis with the Requisite Investor Shareholders (e.g.it being understood that in connection with any Initial Public Offering in which the Requisite Investor Shareholders are not selling (or causing to be sold) shares of Common Stock beneficially owned by them or any of the Persons described in the last paragraph of Section 3(b) on a secondary basis, because no such Piggyback Notice need be sent and no Registrable Securities of other holders need be included in the registration statement therefor is likely to be reviewed by for the Securities Initial Public Offering) and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice (ii) no member of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt senior management of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice Corporation or its Subsidiaries who has been provided at least 20 days prior with piggyback rights shall be permitted to exercise such rights unless the closing thereofRequisite Investor Shareholders are selling Registrable Securities in such transaction.

Right to Piggyback. Whenever the Company proposes to register any of its equity Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) with the Securities and Exchange Commission (including any proposed registration of the Company’s securities by any third party"Commission") under the Securities Act of 1933, as amended (other than (ithe "Securities Act") pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of the "Registrable Securities Securities," as defined in Section 5.9 hereof (a “"Piggyback Registration”"), the Company shall (i) will give prompt written notice to all holders of Stockholders who hold Registrable Securities (collectively, "Holders") and each holder of an option to purchase Registrable Securities, no later than the later of (a) 45 days prior to the anticipated filing date or (b) promptly following its decision to file, of its intention to effect such a registration (registration, which notice shall be given at least 20 days prior to will specify the date proposed offering price (or reasonable range thereof), the applicable registration statement is kind and number of securities proposed to be filedregistered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and (ii) andwill, subject to Sections 2(c) and 2(d)Section 5.1.2 below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 20 days after the receipt date of the Company’s 's notice. Notwithstanding the provisions of foregoing, the rights provided in this Section 2(a) 5.1 shall not apply to the contrary, Qualified Initial Public Offering as long as no Stockholder is allowed to sell any Common Stock in such Qualified Initial Public Offering. The Company shall reasonably cooperate with the Company determines that such delay would not impair the ability of holders of options to purchase Registrable Securities in connection with such holders' desire, if any, to participate in exercise such registration (e.g., because options contemporaneously with the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt sale of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofunderlying Registrable Securities.

Right to Piggyback. Whenever Commencing on January 1, 2001 and ending on January 1, 2003, each time during such period that the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Common Stock under the Securities Act for sale pursuant to an underwritten public offering for cash (whether for the account of the Company or the account of any securityholder of the Company other than (iunder Section 2(b)) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the form of registration form statement to be used may be used for permits the registration of Registrable Securities (a “Piggyback Registration”without limitation, Forms S-4 and S-8 and successor forms thereto shall be deemed not to permit such registration), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration each Stockholder (which notice shall be given at least 20 not less than 30 days prior to the effective date of the applicable Company's registration statement is statement), which notice shall offer each Stockholder the opportunity to be filed) andinclude any or all of such Registrable Securities of such Stockholder in such registration statement, subject to Sections 2(cthe limitations contained in Section 2(c)(ii) and 2(d(a "Piggyback Registration"), shall include . Each Stockholder that desires to have its Registrable Securities included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which statement shall so advise the Company has received written requests for inclusion therein within 15 days after in writing (stating the receipt number of the Company’s notice. Notwithstanding the provisions shares of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely Common Stock desired to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least registered) within 20 days after the date of receipt of such notice from the Company. Any Stockholder shall have the right to withdraw such Stockholder's request for inclusion of such Stockholder's Registrable Securities in any registration statement therefor is filed), pursuant to this Section 2(c) by giving written notice to the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject withdrawal not later than five days prior to the remainder effective date of this the Company's registration statement. Subject to Section 22(c)(ii) below, the Company shall include in such registration (and in statement all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect so requested to which be included therein; provided, however, that the Company has received written requests for inclusion therein within 15 days after may at any time withdraw or cease proceeding with any such registration if it shall at the receipt same time withdraw or cease proceeding with the registration of all the Common Stock originally proposed to be registered. Notwithstanding anything to the contrary set forth in this Agreement, no Stockholder may participate in a registration under this Section 2(c) unless, at the time thereof, (1) such Stockholder owns at least 5% of the Company’s notice; provided that then-outstanding shares of Common Stock or (2) certifies in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior writing to the closing thereofCompany that such Stockholder may be deemed to be an affiliate of the Company under the Securities Act.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 13, or (ii) pursuant if the Company proposes to file a registration on Form S-4 or S-8 or any successor or similar forms), statement under the Securities Act with respect to an offering of Company Common Stock whether or not for sale for its own accountaccount 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 offer and sale of debt securities or (iv) filed pursuant to the registration form PAR Registration Rights Agreement (other than the Company)), then the Company shall give prompt written notice of such filing no later than ten (10) Business Days prior to the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used for included) in such registration statement the registration number of Registrable Securities as each such holder may request (a “Piggyback Registration”); provided, that Registrable Securities may only be included in a Piggyback Registration if the Registration Statement is filed after the expiration of the Transfer Restricted Period. Subject to Section 4(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 15 days ten (10) Business Days after notice has been given to the receipt applicable holder. The Company shall not be required to maintain the effectiveness of the Company’s noticeRegistration Statement for a Piggyback Registration. Notwithstanding For the provisions avoidance of this Section 2(adoubt, a Shareholder may withdraw a Piggyback Request or give notice of intent to suspend or abandon a Piggyback Registration (x) if the Shelf Offering is not a Marketed Offering, at any time prior to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice effectiveness of a Piggyback Registration until or (y) if the day after the registration statement with respect to such Piggyback Registration Shelf Offering is fileda Marketed Offering, in which case, subject at any time prior to the remainder commencement of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of formal participation by the Company’s notice; provided that management in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to a customary “road show” (including an “electronic road show”) or other similar marketing effort by the closing thereofCompany in connection with the Shelf Offering.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 13, or (ii) pursuant if the IPO Corporation proposes to file a registration on Form S-4 or S-8 or any successor or similar forms)Registration Statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own accountaccount (other than a Registration Statement (i) on Form X-0, and 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), then, each such time, the registration form IPO Corporation shall give prompt written notice of such filing no later than five (5) days after the filing date (the “Piggyback Notice”) to all of the Shareholders. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used for included) in such Registration Statement the registration number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), IPO Corporation shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company IPO Corporation has received written requests for inclusion therein within 15 five (5) days after the receipt Piggyback Notice has been given to the applicable holder (the “Piggyback Response”). The IPO Corporation shall not be required to maintain the effectiveness of the Company’s noticeRegistration Statement for a Piggyback Registration beyond the earlier to occur of (A) 180 days after the effective date thereof, and (B) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding the provisions of this Section 2(a) anything to the contrarycontrary in this Agreement, as long as in connection with an IPO in which the Company determines Apollo Shareholder or a Principal Shareholder is selling (or causing to be sold) shares of Common Stock beneficially owned by such holder on a secondary basis, the IPO Corporation shall be required to deliver a Piggyback Notice and in such event, on a pro rata basis (based on the number of shares of Common Stock that the Apollo Shareholder or such delay would not impair the ability of Principal Shareholder is proposing to sell in such IPO), all such holders of Registrable Securities shall have the right to participate in such registration (e.g.offering with the Apollo Shareholder or such Principal Shareholder, because as the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company case may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofbe.

Right to Piggyback. Whenever If at any time after consummation of the Company IPO the Corporation proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act in connection with the public offering of such securities (other than (i) pursuant to a Demand the First MP Registration, which is governed by Section 1a registration relating to employee or director benefit plans or a corporate reorganization, mergers or acquisition, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar formsform that does not permit inclusion of sales of Registrable Securities), whether such offering is a primary offering by the Corporation or not for sale for its own account, and a secondary offering by holders of the registration form to be used may be used for the registration of Registrable Securities Corporation’s securities or both (a “Piggyback Registration”), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least as soon as practicable, but in no event less than 20 days prior to the anticipated filing date the applicable of a registration statement is related thereto; provided, that such notice shall indicate the number of shares proposed to be filed) andregistered, subject the proposed means of distribution of such securities and the proposed managing underwriters of such offering, if any. Subject to the provisions of Sections 2(c4(b) and 2(d(c) and 7(a)(i), shall the Corporation will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within 15 20 days after the receipt delivery of the CompanyCorporation’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of The holders of Registrable Securities will be permitted to participate withdraw all or any part of such holder’s Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC; provided, however, if the Piggyback Registration is an underwritten offering and there is an underwriting agreement in such registration (e.g.place, because the registration statement therefor is likely to be reviewed holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the Securities and Exchange Commission and/or managing underwriters for such offering. If a Piggyback Registration is an underwritten offering will not be completed until at least 20 days after the registration statement therefor is filedeffected (i) under Section 4(b), all Persons whose securities are included in the Company may delay Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at any time after giving written notice of a Piggyback Registration until but prior to the day after effective date of the registration statement with respect filed in connection therewith, the Corporation shall determine for any reason not to register the securities described in its notice of its intention to file a registration statement, the Corporation shall give prompt written notice of such Piggyback Registration is filed, in which case, subject determination to the remainder holders of this Section 2, the Company Registrable Securities and thereupon shall include be relieved of its obligation to register any Registrable Securities in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, Registration or (ii) pursuant to a registration on Form S-4 or S-8 X-0, Xxxx X-0 or any successor or similar forms), whether or not for sale for its own account, ) 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 all holders of Investor Registrable Securities and Other Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections the terms of paragraphs 2(c) and 2(d)) hereof, shall include in such registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 20 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contraryforegoing, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of if a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2not an underwritten registration, the Company shall not be required to include in any such Piggyback Registration any Investor Registrable Securities or any Other Registrable Securities held by any such holder if such holder (and all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), as of the effective date of the registration statement for such Piggyback Registration, would be permitted to sell all of the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration or other restrictions on volume, manner of sale or otherwise, pursuant to Rule 144 during the 90-day period commencing upon the effective date of any such Piggyback Registration. The Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration (and in all related registrations and qualifications under state blue sky laws whether or in compliance with other registration requirements and in not any related underwriting) all holder of Registrable Securities with respect has elected to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s noticeinclude securities in such registration; provided that the Company shall pay all Registration Expenses incurred in no event shall connection with such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever If the Company or any other person that has demand registration rights (a "Third Party Registrant") at any time after the delivery of any Shares to the Investors proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar formspurposes), whether or not for sale for its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a “Piggyback Registration”)the Shares for sale to the public under the 1933 Act, the Company shall will, at each such time, give prompt written notice to all holders of Registrable Securities Investors of its intention to effect such a registration (which notice shall be given at least 20 days prior to do so and of Investors' rights under this Agreement. Upon the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein request of Investors made within 15 days after the receipt of any such notice (which request shall specify the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely Shares intended to be reviewed disposed of by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedInvestors), the Company may delay the notice of a Piggyback Registration until the day after will use its reasonable best efforts to effect the registration statement with respect to such Piggyback Registration is filed, in which case, subject to under the remainder 1933 Act of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to Shares which the Company has received been so requested to register by Investors; provided, however, that (a) if, at any time after giving written requests for inclusion therein within 15 days after the receipt notice of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days its intention to register any securities and prior to the closing thereofeffective date of the registration statement filed in connection with such registration, the Company or such Third Party Registrant shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to Investors and, thereupon, shall be relieved of its obligation to register any Shares in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, Investors shall enter into an agreement with the underwriters to sell their Shares to the underwriters selected by the Company or such Third Party Registrant on substantially the same terms and conditions as apply to the Company or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 6(b) involves an underwritten public offering, Investors may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of their Shares in connection with such registration. The registrations provided for in this Section 6(b) are in addition to, and not in lieu of, registrations made in accordance with Section 6(a).

Right to Piggyback. Whenever During the period beginning on the date of the issuance of the Note through the fifth (5th) year from the date of such issuance, whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any similar successor or similar forms), whether or not for sale for its own account, form) and the registration form to be used may be used for the registration of Registrable Securities the Shares (a “"Piggyback Registration”"), the Company shall will give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the Holders' receipt of the Company’s 's notice. Notwithstanding ; provided, that (i) if, at any time after giving written notice of its intention to register any securities but prior to the provisions effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate or withdraw such registration, the Company shall give written notice of such determination to the Holders and the Company shall not be relieved of its obligation to register such Registrable Securities pursuant to this Section 2(a1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the contrary, underwriters of such offering on the same terms and conditions as long as apply to the Company determines that such delay would not impair the ability of or other holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely for whose account securities are to be reviewed by sold, as the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the case may be. If a registration statement therefor is filed)requested pursuant to this Section involves an underwritten public offering, the Company Holders may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedelect in writing, in which case, subject to the remainder of this Section 2, the Company shall include in such registration not later than three (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting3) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofeffectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for the term of the Registrable Securities or until all of the Holders have exercised all of their Warrants, whichever occurs first.

Right to Piggyback. Whenever If the Company proposes to register file a ------------------ Registration Statement in connection with a public offering of any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to in connection with a Demand Registration, which is governed by Section 1, or (ii) pursuant to Registration and other than a registration Registration Statement on Form S-4 or S-8 Form S-8, or any comparable successor form or similar formsform substituting therefor, or filed in connection with any exchange offer or an offering of securities solely to the Company's existing shareholders) (a "Piggyback Registration ---------------------- Statement"), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then each such time --------- the Company shall give prompt written notice of a proposed offering (a "Piggyback --------- Notice") to all the holders of Registrable Securities of its intention to effect ------ such a registration (which notice shall be given at least 20 twenty (20) days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the applicable registration statement is holders of Registrable Securities the opportunity to be filed) andinclude in such Piggyback Registration Statement such amount of Registrable Securities as they may request ("Piggyback Registration"). The Company will, subject to the ---------------------- limitations set forth in Sections 2(c) 4.3 and 2(d)4.4 of this Agreement, shall include in such registration Piggyback Registration Statement (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements laws) and in any related the underwriting) , if any, involved therein, all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within 15 fifteen (15) days after the receipt of the Company’s noticePiggyback Notice (five (5) days if the Company gives telephonic notice to all registered holders of the Registrable Securities, with written confirmation to follow promptly thereafter). Notwithstanding the provisions of this Section 2(a) above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the contrary, as long as the Company determines that such delay would not impair the ability rights of holders of Registrable Securities to participate in demand the continuation of such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Statement under Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof3 hereof.

Right to Piggyback. Whenever During the period beginning on the effective date of the Securities Purchase Agreement through the fifth (5th) anniversary thereof, whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any similar successor or similar forms), whether or not for sale for its own account, form) and the registration form to be used may be used for the registration of Registrable Securities the Shares (a “"Piggyback Registration”"), the Company shall will give prompt written notice to all holders of Registrable Securities the Holder of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt of the CompanyHolder’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided provided, that (i) if, at any time after giving written notice of its intention to register any securities but prior to the effective date of the registration statement filed in no event connection with such registration, the Company shall determine for any reason to terminate, withdraw or reduce the number of shares to be included in such Demand registration, the Company shall give written notice of such determination to the Holder and the Company shall not be relieved of its Piggyback Registration obligation to register such Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holder must sell its Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other Holder of Registrable Securities for whose account securities are to be closed unless such notice has been provided at least 20 sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holder may elect in writing, not later than three (3) days prior to the closing thereofeffectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration. The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

Right to Piggyback. (a) Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Securities under the Securities Act (other than except (i) in the case of a routine offering or sale by the Company of a class of debt securities not previously issued to any Holder under the terms of a customary debt issuance program (including pursuant to a registration statement on Form F-3 or any successor thereto), (ii) for any registration of Securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement (including pursuant to a registration statement on Form S-8 or any successor thereto) (iii) pursuant to a Demand Registration, which is governed by demand registration effected in accordance with Section 1, 2.1 or (iiiv) for any registration of Securities on Form F-4 or any successor thereto and other than solely pursuant to a registration statement on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”F-6), the Company shall (A) as soon as practicable (but in no event less than thirty (30) calendar days prior to the proposed date of filing of the related registration statement), give prompt written notice to all holders of Registrable Securities the Holders of its intention to effect such a registration and (which notice shall be given at least 20 days prior to the date the applicable B) register under such registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingx) all Registrable Securities of the same class as the Securities the Company proposes to register and (y) any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities the Company proposes to register (in accordance with the priorities set forth in subsections (b) and (c) below) with respect to which the Company has shall have received written requests for inclusion therein therefor within 15 fifteen (15) calendar days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(anotice (each such registration, a “Piggyback Registration”). (b) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of If a Piggyback Registration until is an underwritten primary registration on behalf of the day after Company and the managing underwriters advise the Board of Directors of the Company (the “Board of Directors”) in writing that in their opinion the total number of Securities (including the Registrable Securities of the same class as the Securities the Company proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities the Company proposes to register) requested to be included in the registration statement would prevent the underwriters from completing such offering, then the Company shall promptly provide the Holders with a copy of such advice and consult with the Holders with respect to such Piggyback Registration is filedadvice, and after such consultation shall include in such registration only such number of Securities (including the Registrable Securities of the same class as the Securities the Company proposes to register and any Related Securities in respect of which casethe Holder Stock are Securities of the same class as the Securities the Company proposes to register), subject to if any, which the remainder of this Section 2, managing underwriters determine can be sold in such offering without preventing the underwriters from completing such offering. The Company shall include in such Piggyback Registration (i) first, 100% of the Securities that the Company proposes to sell as part of its initial registration, (ii) second, if any Holders participates in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all pursuant to this Agreement, 100% of the Registrable Securities (which are of the same class as the Securities the Company proposes to register and any Related Securities in respect of which the Holder Shares are Securities of the same class as the Securities the Company proposes to register) that the Holders propose to sell, or such lesser amount determined by the managing underwriters pursuant to the preceding sentence, which shall be allocated pro rata between the participating Holders on the basis of the number of such Registrable Securities owned by each such Person or as otherwise agreed between the Holders. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of any Person other than a Holder (the “Other Stockholder”) who has Permitted Registration Rights and the managing underwriters advise the Board of Directors in writing that in their opinion the total number of Securities (including the Registrable Securities of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) requested to be included in the registration would prevent the underwriters from completing such offering, then the Company shall promptly provide the Holders with a copy of such advice and consult with the Holders with respect to such advice, and after such consultation shall include in such registration only such number of Securities (including the Registrable Securities of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Company has received written requests for inclusion therein within 15 days after the receipt Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) which the managing underwriters determine can be sold in such offering without preventing the underwriters from completing such offering. The Company shall include in such Piggyback Registration (i) first, 100% of the Registrable Securities (of the same class as the Securities such Other Stockholder proposes to register and any Related Securities in respect of which the Holder Stock are Securities of the same class as the Securities such Other Stockholder proposes to register) that the Holders propose to sell and 100% of the Securities that such Other Stockholder proposes to sell, or such lesser amount determined by the managing underwriters pursuant to the preceding sentence, which shall be allocated pro rata between the participating Holders and such Other Stockholder on the basis of the number of Securities owned by each such Person or such other allocation amongst the Holders as agreed between the Holders and (ii) second, only if all of the Securities referred to in clause (i) have been included in the registration, any other Securities requested to be included therein that the managing underwriters have determined can be included pursuant to the preceding sentence. (d) If a Piggyback Registration involves an underwritten primary registration on behalf of the Company or an underwritten secondary registration on behalf of any Other Stockholder with Permitted Registration Rights, the managing underwriter or underwriters thereof shall be selected by the Company’s notice; provided provided, however, that in no event (i) such managing underwriter or underwriters shall such Demand Registration be closed unless such notice has been provided at least 20 days of recognized international standing, (ii) the Company shall consult with the Holders (or any Person nominated by the Holders) prior to agreeing upon any fees, discounts or other amounts payable to such managing underwriter or underwriters and (iii) if the closing thereofaggregate amount of Registrable Securities included by participating Holders in the underwritten offering for such Piggyback Registration exceeds 15% of the total amount of Securities to be included in such underwritten primary offering by the Company or such underwritten secondary offering by the Other Stockholder, as applicable, such Holders shall be entitled to select an additional managing underwriter to act as a joint bookrunner that is reasonably acceptable to the Company, which acceptance cannot be unreasonably withheld or delayed. (e) The Company will use its reasonable best efforts not to register any of its Securities for sale for its own account (other than Securities issued to employees of the Company under an employee benefit plan or Securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act) except as a firm commitment underwriting. (f) No registration or designation of Registrable Securities effected pursuant to a request under this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligations under Section 2.1.

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or ) (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least fifteen (15) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(c) and 2(dthe terms of section 1 (b), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities such Holder wishes to participate include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Xxxxxx will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. V Capital may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a registration statement under which the Company gives notice under this section 1 is for an underwritten offering, because then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement therefor statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single ‘Holder,’ and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to ‘Holder’ will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and ‘Holder,’ as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. Whenever the Company At any time until April 30, 2001, if Parent proposes to register any shares of its equity securities common stock other than the Parent Common Stock (including any proposed registration of such shares, the Company’s securities by any third party"Other Shares") under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration registrations on Form S-4 or Form S-8 or any successor the equivalent thereof) with respect to a public offering in whole or similar forms), whether or not for sale in part for its own account, account and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)the Parent Common Stock, the Company Parent shall give prompt written notice to all holders of Registrable Securities each Shareholder (each, a "Piggyback Shareholder") of its intention intent to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within do so. Within 15 days after the receipt of such notice, either or both of the Company’s noticePiggyback Shareholders may by written notice to Parent request the registration by Parent under the Securities Act in connection with such proposed registration by Parent of up to 50% of the shares of Parent Common Stock which, by the date on which such registration becomes effective, will have been held by such Piggyback Shareholder for a period of at least 12 months from the date such shares were received by such Piggyback Shareholder and may not be sold pursuant to Rule 144(k) under the Securities Act (a "Piggyback Registration"). Notwithstanding Such written notice to Parent shall specify the provisions Parent Common Stock intended to be disposed of this Section 2(a) by such Piggyback Shareholder. Upon receipt of such request, Parent shall use its best efforts to register under the Securities Act all of the Parent Common Stock which Parent has been so requested to register, to the contrary, as long as extent requisite to permit the Company determines that such delay would not impair disposition of the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely Parent Common Stock so to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until registered; provided, however, that if at least 20 days any time after the registration statement therefor is filed), the Company may delay the giving notice of -------- ------- its intent to register the Parent Common Stock and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, Parent determines for any reason not to register or to delay registration of its Other Shares, Parent may, at its election, give notice of such determination to the Piggyback Shareholders, and, thereupon, (i) in the case of a Piggyback Registration until determination not to register any of the day after the registration statement Parent Common Stock in connection with respect to such Piggyback Registration is filed(but not from its obligation to pay registration expenses pursuant to Section 11.3 hereof), and (ii) in which casethe case of a determination to delay registering, subject to Parent may delay registering any Parent Common Stock for the remainder of this Section 2, same period as the Company shall include delay in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistering its Other Shares.

Right to Piggyback. Whenever At any time after the Closing (as defined in Section 2(f) below), whenever the Company proposes to publicly sell in an underwritten offering (as defined in Section 1(s)) or register for sale any of its equity securities in an underwritten registration (including any proposed as defined in Section 1(s)) pursuant to a registration of the Company’s securities by any third partystatement (a ‘Piggyback Registration Statement”) under the Securities Act (other than (i) a registration statement on Form S-8 or Form S-4, or, in each case, pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any similar successor or similar formsforms thereto), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more securityholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice to all holders the Investor at least ten Business Days (or if such notice period is not practicable under the circumstances, the Company shall use reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances) prior to the initial filing of Registrable Securities such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such a sale or registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(b) and 2(c) and 2(d)hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration Statement all Registrable Securities of the same class of the securities that are being registered and that are the subject of the offering with respect to which the Company has received a written requests request from the Investor for inclusion therein within 15 days five Business Days (as defined in Section 2(e) below) after the receipt date of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as notice (or such shorter period if the Company determines that such delay would not impair provides less than 6 Business Days notice as described in the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedparenthetical above), the . The Company may delay postpone or withdraw the notice filing or the effectiveness of a Piggyback Registration until at any time in its sole discretion, without prejudice to the day after the registration statement with respect Investor’s right to such immediately request a Demand Registration hereunder. The Investor’s right to participate in any Piggyback Registration is filed, shall be conditioned on the Investor entering into an underwriting agreement in which case, subject customary form and acting in accordance with the terms and conditions thereof. Notwithstanding anything to the remainder of contrary contained herein, no 5% Spinoff Xxxxx Stockholder is entitled to any rights under this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever At any time after the Registration Period Commencement Date, whenever the Company proposes to register any shares of its equity securities (including Common Stock or Common Stock held by any proposed registration stockholders of the Company’s securities by any third party) Company under the Securities Act (other than (i) pursuant a registration under Regulation A or relating to a Demand Registrationthe Company’s employee benefit plans, which is governed exchange offers by Section 1the Company, or (ii) pursuant to a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-8 or Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities form) (a “Piggyback Registration”), the Company shall give each of the Shareholders prompt written notice to all holders of Registrable Securities of its intention to effect such a registration thereof (which notice shall be given at least 20 but not less than ten (10) business days prior to the date filing by the applicable Company with the Commission of any registration statement is with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of securities proposed to be filedregistered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of a Shareholder given to the Secretary of the Company within five (5) and, subject business days of the receipt by such Shareholder of the Piggyback Notice requesting that the Company include in such registration Registrable Securities owned by such Shareholder (which written request shall specify the number of Registrable Securities intended to Sections 2(c) be disposed of by such Shareholder and 2(dthe intended method of distribution thereof), the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received such written requests for inclusion therein within 15 days after inclusion, in accordance with the receipt of the Company’s noticeterms hereof. Notwithstanding the provisions of this Section 2(a) anything to the contrarycontrary contained herein, as long as the Company determines that such delay would not impair the ability if Wellspring includes any of holders of Registrable Securities its or its affiliates securities in any Public Offering (including a Qualified Initial Public Offering), HBK will be permitted to participate include its securities in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of Public Offering as a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this under Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof2.02.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Demand Registrationfiled in connection with any employee stock option or other benefit plan, which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor or similar formsrule thereto), whether (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red xxxxxxx” Prospectus or not prospectus supplement used for sale for its own accountmarketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the registration form name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to be used may be used for all of the registration Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”); provided that the Company will only offer Requisite Xxxx Preferred Holders, on behalf of all of the Xxxx Preferred Holders, the opportunity to include in such registered offering such number of Registrable Securities as requested in writing where the request constitutes at least 40% of the Registrable Securities held by all of the Xxxx Preferred Holders as of the date of this Agreement. Subject to Section 2(b)(ii), the Company shall give prompt written notice to cause all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate be included in such registration (e.g.Piggyback Registration and, because if applicable, shall use its commercially reasonable efforts to cause the registration statement therefor is likely managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be reviewed by included therein on the Securities same terms and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), conditions as any similar securities of the Company may delay included in such Registration and to permit the notice sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration until the day after the registration statement with respect shall be subject to such Piggyback Registration is filed, Holder’s agreement to enter into an underwriting agreement in which case, subject to customary form with the remainder of this Section 2, the Company shall include in underwriter(s) selected for such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of Underwritten Offering by the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever On or prior to the Filing Date, the Company proposes shall prepare and file with the Commission a registration statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement required hereunder shall be on Form SB-2 (except if the Company is not then eligible to register any for resale the Registrable Securities on Form SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). Subject to the terms of this Agreement, the Company shall use its equity securities (including any proposed registration of commercially reasonable efforts to cause the Company’s securities by any third party) Registration Statement to be declared effective under the Securities Act (other as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date: (i) pursuant promptly give to a Demand Registrationeach Holder written notice thereof, which is governed by notice briefly describes the Holders' rights under this Section 1, or 2 (including notice deadlines); (ii) pursuant use its best efforts to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all any related registrations and qualifications filing or qualification under state applicable blue sky laws or laws), except as set forth in compliance with other registration requirements Section 2(b) below, and in any related underwriting) underwriting involved therein, all the Registrable Securities with respect to which specified in a written request or requests, made by any Holder and received by the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt of written notice from the Company described in clause (i) above is mailed or delivered by the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines provided that such delay would not impair the ability of holders of Registrable Securities to participate Holders shall have requested for inclusion in such registration at least ten percent (e.g., because 10%) of the aggregate number of the Registrable Securities which have been issued to the Holders prior to the date of such written request. Such written request may specify all or a part of a Holder's Registrable Securities; and (iii) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement therefor is likely relating thereto or the Registrable Securities are eligible to be reviewed sold or transferred under Rule 144(k) (or similar provisions then in effect) promulgated by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after SEC under the registration statement therefor is filed)1933 Act, the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofwhichever first occurs.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act with respect to the offering of Common Shares (other than (i) pursuant to a Demand Registration, which is governed by Section 1, in connection with an Initial Public Offering or (ii) pursuant to a registration statement on Form S-4 S-4, Form F-4 or Form S-8 or any similar or successor form thereto or similar forms)filed solely in connection with an exchange offer or any employee benefit or distribution or dividend reinvestment plan) (each, whether or not for sale for its own account, 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 (in any event at least fifteen (15) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration (which notice and shall be given at least 20 days prior use its commercially reasonable efforts to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein within 15 days after the ten (10) Business Days following such Holder’s receipt of the Company’s notice. Notwithstanding All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the provisions underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2(a2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. Notwithstanding anything herein to the contrary, as long as the Company determines that such delay would not impair shall have no obligation to effect a Piggyback Registration unless the ability of holders number of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely sought to be reviewed by the Securities and Exchange Commission and/or registered on such Registration Statement has an anticipated gross offering will not be completed until price of at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof$25,000,000.

Right to Piggyback. Whenever After the Company expiration of the lock-up period set forth in the Lock-Up Agreement, whenever Parent proposes to publicly sell in an underwritten offering or register for sale any of its equity securities securities, in either case pursuant to (including any proposed i) a registration of the Company’s securities by any third party) statement under the Securities Act (other than (i) a registration statement on Form S-8 or Form S-4 or a universal shelf registration statement on Form S-3 if such registration statement is not being filed in connection with an underwritten offering, or, in each case, pursuant to a Demand Registration, which is governed by Section 1any similar successor forms thereto), or (ii) pursuant to a prospectus supplement covering its equity securities; provided, in the case of clause (ii), that Parent has previously filed and there remains effective a shelf registration statement on Form S-4 or S-8 S-3 or any successor form thereto then available to Parent that permits the registered underwritten offering without the filing of a new registration statement (such registration statement referred to in clause (i) and (ii) above, including a prospectus, amendments and supplements to such registration statement or similar formsprospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, being hereinafter referred to as a “Piggyback Registration Statement”), whether or not for sale for its own account, and the registration form to be used may be used account or for the registration account of Registrable Securities one or more securityholders of Parent (a “Piggyback Registration”), the Company Parent shall give prompt written notice to all holders each Holder as soon as reasonably practicable but in no event less than ten business days prior to the initial filing of Registrable Securities such Piggyback Registration Statement (or three days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten offering) of its intention to effect such a sale or registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c3(b) and 2(d)3(c) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration Statement all Registrable Securities with respect to which the Company Parent has received a written requests for inclusion therein within 15 days after the receipt of the Companyrequest from Holders. A Holder’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities right to participate in any Piggyback Registration pursuant to an underwritten offering shall be conditioned on the Holder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof, provided that any underwriting agreement shall (i) contain such registration representations and warranties by, and the other agreements on the part of, Parent to and for the benefit of Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (e.g.ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders (except, because for the registration statement therefor is likely avoidance of doubt, Holders are not entitled to receive opinions of counsel or comfort letters to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect delivered to underwriters pursuant to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofconditions precedent).

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(c) and 2(dthe terms of Section 1(b), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities such Holder wishes to participate include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a registration statement under which the Company gives notice under this Section 1 is for an underwritten offering, because then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement therefor statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single “Holder,” and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to “Holder” will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and “Holder,” as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. Whenever (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register sell Common Stock in any of its equity securities Underwritten Offering (including any proposed registration of the Company’s securities such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by any third party) under the Securities Act (other than Other Holders, a “Piggyback Rights Company Offering”), at least seven Business Days prior to (i) pursuant to a Demand Registration, which is governed by Section 1, the Offering Launch Date for such Piggyback Rights Company Offering or (ii) pursuant if a Registration Statement is not effective, filing a Registration Statement with respect to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “proposed Piggyback Registration”)Rights Company Offering, the Company shall give prompt written notice of such proposed Piggyback Rights Company Offering to all holders of Registrable Securities of its intention to effect such a registration Notice Holders (the “Offering Notice”), which notice shall be given at least 20 days prior offer the Notice Holders the opportunity to include such number of Registrable Common Securities in the date the applicable registration statement is Piggyback Rights Company Offering as each such Notice Holder may request. Subject to be filed) and, subject to Sections 2(c) and 2(dSection 3.2(a), shall each Notice Holder will have the right (“Piggyback Rights”) to include in such registration Piggyback Rights Company Offering (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and Registration Statement, if applicable) any Registrable Common Securities requested to be included by such Notice Holder by notice to the Company provided within four Business Days after the Company provides the Offering Notice; provided that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any related underwritingsuch Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such four Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Common Securities) all Registrable Securities with respect to which as the Company has received written requests for inclusion therein within 15 days after may reasonably request in the receipt of the Company’s notice. Notwithstanding Offering Notice in accordance with the provisions of this Section 2(a) 5.2, if not previously provided (including in a Notice and Questionnaire). Each Notice Holder that has provided notice to the Company within such four Business Day period requesting to include any of its Registrable Securities in such Piggyback Rights Company Offering agrees that, if any information contained in the Notice and Questionnaire that it most recently provided to the Company is incorrect, then it will provide a new Notice and Questionnaire within such four Business Day Period, and, in the absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is correct. Notwithstanding anything to the contrary, (x) this Section 3.1 will not apply to any offering of preferred securities, debt securities, or debt securities convertible into or exchangeable for, or warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the related registration statement registers the issuance of ACTIVE 248784068v.19 Common Stock upon conversion, exchange or exercise of such debt securities, warrants or rights; and (y) no Holder that is not a Notice Holder will have any rights pursuant to this Article III. (b) Each Holder agrees that such Holder will treat as long confidential the receipt of any Offering Notice and shall not disclose or use the information contained in such Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such Holder in breach of the terms of this Agreement. (c) The Company determines that such delay would not impair shall have the ability right to determine the Offering Launch Date for any Piggyback Rights Company Offering. The Company shall also have the right to determine the structure of holders the Piggyback Rights Company Offering, the right to determine the underwriters (and their roles) in the Piggyback Rights Company Offering and the right to negotiate the terms of Registrable Securities any underwriting agreement (other than those provisions relating to participate in such registration (e.g.the Holders), because including the registration statement therefor is likely number of shares to be reviewed sold (if not all shares offered can be sold at the highest price offered by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filedunderwriters), the offering price and underwriting discount. The Company may delay determine not to proceed with any Piggyback Rights Company Offering, and the notice Notice Holders shall be permitted to withdraw any of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedtheir Registrable Common Securities included therein, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in each case at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days time prior to the closing thereofpricing of such Piggyback Rights Company Offering. The Company shall coordinate with the Notice Holders in connection with the fulfillment of its responsibilities pursuant to Section 5.1. (d) The Company will not grant any Other Holders with rights to include any securities of such Other Holders in any Demand Underwritten Offering unless such rights are subject to limitations substantially similar to those set forth in Section 3.2.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant Except with respect to a Demand Registration, the procedures for which is governed by are addressed in Section 13, or (ii) pursuant if the Corporation proposes to file a registration on Form S-4 or S-8 or any successor or similar forms)Registration Statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own accountaccount (other than a Registration Statement (i) on Form X-0, and 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), then, each such time, the registration form Corporation shall give prompt written notice of such filing no later than five (5) days after the filing date (the “Piggyback Notice”) to all of the Stockholders. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used for included) in such Registration Statement the registration number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 4(b), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), Corporation shall include in each such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within 15 five (5) days after the receipt Piggyback Notice has been given to the applicable holder (the “Piggyback Response”). The Corporation shall not be required to maintain the effectiveness of the Company’s noticeRegistration Statement for a Piggyback Registration beyond the earlier to occur of (A) 180 days after the effective date thereof, and (B) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding the provisions of this Section 2(a) anything to the contrarycontrary in this Agreement, as long as in connection with an IPO in which the Company determines Apollo Stockholder or a Principal Stockholder is selling (or causing to be sold) shares of Common Stock beneficially owned by such holder on a secondary basis, the Corporation shall be required to deliver a Piggyback Notice and in such event, on a pro rata basis (based on the number of shares of Common Stock that the Apollo Stockholder or such delay would not impair the ability of Principal Stockholder is proposing to sell in such IPO), all such holders of Registrable Securities shall have the right to participate in such registration (e.g.offering with the Apollo Stockholder or such Principal Stockholder, because as the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company case may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofbe.

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(cthe terms of Section 1(b) and 2(d(c), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities such Holder wishes to participate include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Hxxxxx will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a registration statement under which the Company gives notice under this Section 1 is for an underwritten offering, because then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement therefor statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single “Holder,” and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to “Holder” will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and “Holder,” as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. Whenever (a) Each time (i) the Company Registrant proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third partyother than pursuant to an Excluded Registration) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own accountthe account of the Registrant or for the account of any securityholder of the Registrant including any registration statement pursuant to Rule 415 under the Securities Act (such as a “universal shelf” registration statement)), and the form of registration form to be used may be used for permits the registration of Registrable Securities of the Registrant or (ii) any other person proposes to make an underwritten offering of such equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act in which Registrable Securities of the Registrant held by a Holder are included and have not previously been disposed of, the Registrant shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than 30 days prior to the effective date of the Registrant’s registration statement or the commencement of an offering in the case of an offering made under a registration statement pursuant to Rule 415 under the Securities Act that previously has become effective), which notice shall offer each such Holder the opportunity to (x) in the case of a registration statement under clause (i) above, to include any or all Registrable Securities in such registration or, at the Registrant’s option, in a separate registration statement filed concurrently therewith or (y) in the case of an underwritten offering to be made under a registration statement that previously has been declared effective, include in such offering any or all such Holder’s Registrable Securities that are covered by such registration statement or another effective registration statement pursuant to which such offer and sale may be made (a “Piggyback Registration”), subject to (with respect to each of (x) and (y) above) the Company limitations contained in Section 2.1.2 hereof, and, if the proposed registration or offering relates to an underwritten offering, shall give prompt specify the name of the managing underwriter. (b) Each Holder who desires to have its or his Registrable Securities included in such Piggyback Registration shall so advise the Registrant in writing (stating the number of Registrable Securities desired to be included and the intended method of disposition) within 10 days after receipt of such notice from the Registrant. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any Piggyback Registration by giving written notice to all holders the Registrant of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days withdrawal prior to the date effectiveness of such Piggyback Registration without any liability for any Registration Expenses other than payment of registration and filing fees actually paid by the applicable Registrant to the SEC prior to receipt of such written notice requesting withdrawal to the extent related to the Registrable Securities to be withdrawn; provided, however, that such withdrawing Holder shall not be obligated to pay Registration Expenses if after the registration statement is has first been filed with the SEC there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to be filedhave a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) andor results of operations of the Registrant. Subject to Section 2.1.2 hereof, subject to Sections 2(c) and 2(d), the Registrant shall include in such Piggyback Registration all such Registrable Securities so requested to be included therein; provided, however, that the Registrant 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. (c) After the date of this Agreement and other than in all related registrations and qualifications under state blue sky laws connection with a PIPE Agreement, the Registrant shall not enter into any registration rights, co-sale or in compliance with other registration requirements and similar agreements that limit the participation by the Holders in any related underwriting) all Registrable Securities with respect to which registration that would otherwise be permitted by this Agreement. Without limiting the Company has received written requests for inclusion therein within 15 days after the receipt generality of the Company’s notice. Notwithstanding foregoing, nothing herein shall preclude the provisions of this Section 2(a) to Registrant from entering into any agreement with any other person, including without limitation a Lender, which provides for the contrarySenior Indebtedness Priority, as long as but does not otherwise limit the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed participation by the Securities Holders in any registration that would otherwise be permitted by this Agreement. Nothing herein shall preclude the Registrant from entering into a PIPE Agreement which limits or restricts the Holders’ participation in any registration, and Exchange Commission and/or such offering will not be completed until at least 20 days after no cause of action shall exist in favor of the registration statement therefor is filed)Holders against any of the Registrant, the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect party to any such Piggyback Registration is filedPIPE Agreement, in which caseor any other Person, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt by reason of the Company’s notice; provided that in no event shall execution or performance of such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofPIPE Agreement.

Right to Piggyback. Whenever If, at any time after January 1, 2003 and during the term of this Agreement, the Company proposes to register file a registration statement under the Securities Act with respect to a primary or secondary offering of any of its equity securities (including any proposed pursuant to a registration of statement on which it is permissible to register the Company’s securities by any third party) Registrable Securities for sale to the public under the Securities Act (other than a registration statement (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-4, S-8 or any successor form thereto, (ii) filed in connection witx xx xxxhange offer, Rule 145 or similar formsan offering of securities solely to the Company's existing shareholders, or (iii) filed in connection with an offering made solely to employees of the Company), whether or not for sale for its own account, and then the Company will give prompt written notice (the "Notice") of such proposed filing to Doubletree. Such notice will offer Doubletree the opportunity to register on such registration form to be used may be used for the registration statement (a "Piggyback Registration") such number of Registrable Securities as Doubletree may request (a “"Piggyback Registration”Rights"). Such request must be received at the offices of the Company within ten (10) business days of mailing the Notice. Subject to Section 2(b) hereof, the Company will use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities that Doubletree has so requested to be included in the Registration Statement; provided, however, if, at any time after giving written notice of its intention to register 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 proceed with the registration, the Company may, at its election, give prompt written notice of such determination to all holders Doubletree, and thereupon, shall be relieved of its obligation to register any Registrable Securities of its intention to effect in connection with such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in registration. If such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contraryinvolves an Underwritten Offering, as long as the Company determines that such delay would not impair the ability of holders of Doubletree must sell its Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by underwriters on the Securities same terms and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject conditions as apply to the remainder of this Section 2Company, the Company shall include with such differences as may be customary or appropriate in such registration (combined primary and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofsecondary offerings.

Right to Piggyback. Whenever If at any time, the Company Corporation proposes to register any of its equity securities (including any proposed file a registration of the Company’s securities by any third party) statement under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration except on Form S-4 or S-8 X-0, Xxxx X-0, or any successor or similar forms), forms thereto) whether or not for sale for its own accountaccount (other than a registration effected pursuant to Section 2.2 hereof), and then the registration form Corporation shall give written notice of such proposed filing to be used may be used for the registration holders of Registrable Securities at least 15 days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, upon the Company shall give prompt written notice to all request of any such holders of Registrable Securities made within 10 days of the date of the Piggyback Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof), the Corporation will use its intention reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities to be sold) (in accordance with such a registration (which intended methods thereof) of the Registrable Securities to be so registered; provided, however, that if any time after giving written notice shall be given at least 20 days of the proposed filing and prior to the effective date of the applicable registration statement is filed in connection with such registration the Corporation shall determine for any reason not to be filed) pursue the effectiveness of the registration, the Corporation shall give written notice of such determination to each holder of Registrable Securities and, subject to Sections 2(c) and 2(d)thereupon, shall include be relieved of its obligation to register any Registrable Securities in connection with such registration (and but not from its obligation to pay the Registration Expenses in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s noticeconnection therewith). Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of The holders of Registrable Securities shall be permitted to participate in such registration (e.g., because withdraw all or part of the registration statement therefor is likely to be reviewed by the Registrable Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of from a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in at any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days time prior to the closing thereofeffective date of such Piggyback Registration.

Right to Piggyback. Whenever At any time after the expiration, or earlier termination, of the Lock-Up Period, whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, Registration and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of its intention to effect such a (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (which notice shall be given at least 20 ii) thirty (30) days prior to the date anticipated filing date. Subject to the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(dprovisions of Section 4(b), shall the Company will include in such registration (and in the Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) business days after the applicable holder's receipt of the Company’s 's notice. Notwithstanding Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of managing underwriter. The holders of Registrable Securities to participate in such registration (e.g., because may withdraw all or any part of the registration statement therefor is likely to be reviewed by the Registrable Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of from a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration at any time before ten (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting10) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 business days prior to the closing thereofeffective date of the Piggyback Registration. The Company, the holders of Registrable Securities and any Person who hereafter become entitled to register its securities in a registration initiated by the Company must sell their securities on the same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall not be counted as a Demand Registration under Section 3.

Right to Piggyback. Whenever In the event that the Company is not permitted to ------------------ file the Shelf Registration Statement in accordance with the provisions of Section 3(d) hereof, NWI Group shall immediately become entitled to the rights of this Section 6. Accordingly, if on or after the first business day following the expiration of the NWI Group Lock-Up, the Company at any time proposes to register any of its equity Common Stock or other securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant for sale to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms)the public, whether or not for sale for its own account, and the registration form to be used may be used account or for the account of other shareholders or both (except with respect to registration of statements on Form S-8 or another form not available for registering the Demand Registrable Securities Shares for sale to the public) (a “"Piggyback Registration”"), the Company shall will promptly (but in any event within 30 days) give prompt written notice to all holders of Registrable Securities NWI Group of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Demand Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration 's notice (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a "Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filedRequest"); provided, in which casehowever, subject to the remainder of this Section 2, that the Company shall -------- ------- not be required to include Demand Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such registration (and inclusion would make the use of such form unavailable. In the event that any Piggyback Registration shall be, in all related registrations and qualifications under state blue sky laws whole or in compliance with other registration requirements and in part, an underwritten public offering of Common Stock, any related underwritingPiggyback Registration Request by NWI Group shall specify that either (i) all such Demand Registrable Securities with respect are to which be included in the Company has received written requests for inclusion therein within 15 days after underwriting on the receipt same terms and conditions as the shares of the Company’s notice; provided that in no event shall Common Stock otherwise being sold through underwriters under such registration, or (ii) such Demand Registration Registrable Securities are to be closed unless such notice has been provided at least 20 days prior sold in the open market without any underwriting, on terms and conditions comparable to the closing thereofthose normally applicable to offerings of common stock in reasonably similar circumstances.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (1), whenever the Company proposes to register any of its equity Common Stock (or securities convertible into or exchangeable for, or options to acquire, Common Stock) with the Securities and Exchange Commission (including any proposed registration of the Company’s securities by any third party"Commission") under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 S-8, or any successor a Form S-3 registration statement which relates solely to a dividend reinvestment plan or similar forms), whether or not for employee purchase plan) in a public sale for its own account, cash and the registration form to be used may be used for the registration of the Registrable Securities (as defined in subsection (h) below) (a “"Piggyback Registration”"), whether or not for sale for its own account , the Company shall will give prompt written notice to all each of the holders of Registrable Securities Shares listed on EXHIBIT 1 hereto (the "Significant Holders") (including Dresxxx, xxich, for purposes of this Section 4, shall include Dresxxx, xxs Related Parties and any transferees of Dresxxx xxx his Related Parties), at least fifteen (15) days prior to the anticipated filing date, of its intention to effect such a registration (registration, which notice shall be given at least 20 days prior to will specify the date the applicable registration statement is kind and number of securities proposed to be filed) andregistered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to Sections 2(csubsection (a)(2) and 2(d)below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) days after the receipt delivery of the Company’s 's notice. Notwithstanding the provisions of Except as may otherwise be provided in this Section 2(a) to the contraryAgreement, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which such request for registration has been received will be registered by the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior and offered to the closing thereofpublic in a Piggyback Registration pursuant to this Section 4 on the same terms and conditions as those applicable to the registration of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold by the Company and by any other person selling under such registration.

Right to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least thirty (30) days prior written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to Sections 2(cthe terms of Section 1(b) and 2(d)0, shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities such Holder wishes to participate include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (e.g.ii) If a registration statement under which the Company gives notice under this Section 1 is for an underwritten offering, because then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement therefor statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is likely a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be reviewed by the Securities a single “Holder,” and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement any pro rata reduction with respect to such Piggyback Registration is filed, in which case, subject to “Holder” will be based upon the remainder aggregate amount of this Section 2, the Company shall include shares carrying registration rights owned by all entities and individuals included in such registration (and “Holder,” as defined in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofthis sentence.

Right to Piggyback. Whenever Except with respect to a Demand Registration or Shelf Registration, the procedures for which are addressed in Sections 3 and 4, respectively, if the Company proposes to register any of its equity securities file (including any proposed A) a Shelf Registration Statement or (B) a registration of the Company’s securities by any third party) statement under the Securities Act (with respect to an offering of securities other than (i) pursuant to a Demand RegistrationShelf Registration Statement, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms)in either case, whether or not for sale for its own accountaccount and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form X-0, and Xxxx X-0 or any successor forms thereto, (ii) filed to effectuate a dividend reinvestment or similar plan or (iii) in which the registration form to be used may be used for the registration only common equity being registered is common equity issuable upon conversion of Registrable Securities (a “Piggyback Registration”debt securities also being registered), then the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration filing no later than five (which notice shall be given at least 20 5) business days prior to the filing date of any such registration statement, including, for the applicable avoidance of doubt, a Shelf Registration Statement, (the “Piggyback Notice”) to all of the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement is the number of applicable Registrable Securities as each such Holder may request (each, a “Piggyback Registration”). Subject to be filed) and, subject to Sections 2(c) and 2(dSection 6(b), the Company shall include in each such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all applicable Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 15 three (3) business days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) notice has been given to the contrary, as long as the Company determines applicable Holder except that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in Piggyback Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all applicable Registrable Securities with respect to which the Company has received written requests Piggyback Requests within two (2) business days after notice has been given to the applicable Holder in the case of a “bought deal,” “registered direct offering” or “overnight transaction” where no preliminary prospectus is used; provided that the Company shall not include in any Piggyback Registration Registrable Securities of any Holder in an amount in excess of such Holder’s Pro Rata Percentage. The Company shall not be required to maintain the effectiveness of the Registration Statement for inclusion therein within 15 a Piggyback Registration beyond the earlier to occur of (x) 180 days after the receipt effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities (other than those making Piggyback Requests) included in such Registration Statement. With respect to any such Underwritten Offering to be conducted by the Company’s notice; provided that in no event , the underwriter(s) for such offering shall such Demand Registration be closed unless such notice has been provided at least 20 days prior selected by a vote of the Board, subject to the closing thereofreasonable satisfaction of the applicable Sponsor in the event that a Sponsor shall request inclusion of Registrable Securities therein.

Right to Piggyback. Whenever If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) (i) pursuant to a Demand Registrationfiled in connection with any employee stock option or other benefit plan, which is governed by Section 1, or (ii) pursuant to a registration Registration Statement on Form S-4 F-4 (or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor or similar formsrule thereto), whether (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) for a rights offering or (vi) an offering contemplated by the separate standby equity purchase agreement, by and between YA II PN, Ltd., a Cayman Islands exempted limited partnership, and Twin Ridge (to the extent that no other Holders participate in such offering), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red xxxxxxx” Prospectus or prospectus supplement used for sale for its own accountmarketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the registration form name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to be used may be used for all of the registration Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall give prompt written notice to cause all holders of Registrable Securities of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate be included in such registration (e.g.Piggyback Registration and, because if applicable, shall use its commercially reasonable efforts to cause the registration statement therefor is likely managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be reviewed by included therein on the Securities same terms and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), conditions as any similar securities of the Company may delay included in such Registration and to permit the notice sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration until the day after the registration statement with respect shall be subject to such Piggyback Registration is filed, Holder’s agreement to enter into an underwriting agreement in which case, subject to customary form with the remainder of this Section 2, the Company shall include in underwriter(s) selected for such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of Underwritten Offering by the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof.

Right to Piggyback. Whenever If at any time following the expiration of any lock-up period relating to a Qualifying Follow-on, the Company proposes to register any of its common equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration statement on Form S-4 or S-8 or on Form F-4 or any similar successor or similar formsforms thereto), whether or not for sale for its own accountaccount or for the account of one or more Stockholders (subject to the terms of this Agreement), and the registration form to be used may be used for the any registration of Registrable Securities Common Shares (a “"Piggyback Registration”"), the Company shall give prompt written notice (in any event within 20 days after its receipt of notice of any exercise of other demand registration rights) to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice registration. During the Solimar Exclusivity Period, no Holder other than Solimar and its transferees shall be given at least 20 days prior entitled to participate in such Piggyback Registration, provided, however, that Los Avellanos and Hazels may participate to the date extent permitted by the applicable registration statement Los Avellanos/Hazels Tag-along Right, if operative at such time; and provided further that such other Holders may participate in such Piggyback Registration if the proposed offering to which such request relates is to be filed) andan underwritten offering and consummation of such offering will result in a Complete Solimar Disposition, subject and provided, further, that such other Holders may participate in such Piggyback Registration on a pro-rata basis after the end of the Solimar Exclusivity Period. Subject to Sections 2(c4(b) and 2(d)4(c) hereof, the Company shall include in such registration Registration Statement all such Registrable Common Shares requested by Solimar or its transferees (and or, to the extent permitted by the provisos to the immediately preceding sentence, such other Holder or Holders as shall participate in such Piggyback Registration) in writing to be included therein. Following the expiration of the Solimar Exclusivity Period, each remaining Holder (including Solimar, if a Complete Solimar Disposition shall not have occurred prior to the end of the Solimar Exclusivity Period) shall have the opportunity to have any or all related registrations and qualifications under state blue sky laws or of the Registrable Common Shares held by such Holder included in compliance with other registration requirements and such Registration Statement. In such event, the Company shall include in any related underwriting) such Registration Statement all such Registrable Securities Common Shares with respect to which the Company has received written requests for inclusion therein therein. All requests made to the Company for registration of Registrable Common Shares under this Section 4(a) must be made within 15 days after the receipt date of the Company’s 's notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the The Company may delay postpone or withdraw the notice filing or the effectiveness of a Piggyback Registration until at any time in its sole discretion. The Company shall promptly notify each Holder (which notice may be in the day after initial notice of the of Company's intention to effect a registration statement with respect to of its Common Shares) in the event that such Piggyback Registration is filed, in which case, subject to the remainder of Holder's Registrable Common Shares cannot be registered under this Section 2, 4(a) during the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofSolimar Exclusivity Period.

Right to Piggyback. Whenever the Company proposes to register file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any of its equity securities (including any proposed registration class of the Company’s securities by any third party) under the Securities Act Capital Stock (other than (i) pursuant to a Demand Registration, which is governed by Section 1, Registration or (ii) pursuant to a registration registrations on Form S-4 or S-8 or any successor or similar forms)Form S-4, whether or not for sale for its own account, 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 all holders Holders of Registrable Securities (except, for the avoidance of doubt, to Holders that opted out from such notice pursuant to Section ‎7(e) hereof) of its intention to effect such Piggyback Registration and (i) in the case of a registration (which Piggyback Registration that is a Shelf Takedown, such notice shall be given at least 20 days not less than (A) in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two Business Days, or (B) otherwise five Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Shelf Takedown and (ii) in the applicable registration statement is to case of any other Piggyback Registration, such notice shall be filed) andgiven not less than five Business Days after the public filing of such Registration Statement. The Company shall, subject to Sections 2(cthe provisions of Section ‎‎4(b) and 2(d)below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days (x) in the case of a Bought Deal, two Business Days, (y) in the case of any other Shelf Takedown, three Business Days or (z) in the case of a Shelf Takedown or otherwise five Business Days, in each case after the receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt date of the Company’s notice; provided that in no event the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section ‎‎4(b). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information if at such Demand Registration time the Company’s counsel deems such information to be closed unless material non-public information and such Holder agrees not to disclose that such notice has been provided at least 20 delivered or effect any sale or distribution of New Common Stock until the earlier of (i) the date the registration statement prepared in connection with such Piggyback Registration has been publicly filed with the SEC and (ii) 15 days prior after the date of such notice; provided, however, that the Company shall not be able to restrict trading in the closing thereofRegistrable Securities more than two times in any 12-month period.

Right to Piggyback. Whenever If at any time after consummation of the Company IPO the Corporation proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act in connection with the public offering of such securities (other than (i) pursuant a registration relating to employee benefit plans or a Demand Registration, which is governed by Section 1corporate reorganization or acquisition, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or form that does not for sale for its own account, and the registration form to be used may be used for the registration permit inclusion of sales of Registrable Securities Securities) (a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration not later than the earlier to occur of (which i) 10 days following receipt by the Corporation of notice shall be given at least 20 of exercise of demand registration rights or (ii) 30 days prior to the date anticipated filing date; provided, that such notice indicate the applicable registration statement is number of shares proposed to be filed) andregistered, subject the proposed means of distribution of such securities and the proposed managing underwriters of such offering; provided, however, that the Corporation shall not be required to give such notice or to include any Registrable Securities in a Piggyback Registration unless the Registrable Securities to be so included are of the same class as the other securities to be included in such registration. Subject to the provisions of Sections 2(c5(b) and 2(d(c), shall the Corporation will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein within 15 days after the receipt delivery of the Company’s Corporation's notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of The holders of Registrable Securities will be permitted to participate in withdraw all or any part of such registration (e.g.holder's Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC; provided, because however, if the registration statement therefor Piggyback Registration is likely to be reviewed an underwritten offering, the holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the Securities and Exchange Commission and/or managing underwriters for such offering. If a Piggyback Registration is an underwritten offering will not be completed until at least 20 days after the registration statement therefor is filedeffected under (i) Section 5(b), all Persons whose securities are included in the Company may delay Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) Section 5(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 5(c). The foregoing notwithstanding, if, at any time after giving written notice of a Piggyback Registration until but prior to the day after effective date of the registration statement with respect filed in connection therewith, the Corporation shall determine for any reason not to register the securities described in its notice of its intention to file a registration statement, the Corporation may, at its election, give written notice of such Piggyback Registration is filed, in which case, subject determination to the remainder holders of this Section 2, the Company Registrable Securities and thereupon shall include be relieved of its obligation to register any Registrable Securities in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever If the Company proposes to register any shares of its equity ------------------ Class A Voting Common Stock (or securities (including any proposed registration of convertible into or exchangeable for Class A Voting Common Stock) with the Company’s securities by any third party) Commission under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration Registration on Form S-4 or S-8 Form S-8, or any successor or similar forms), whether or not for sale for its own account, and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities (a “"Piggyback Registration”"), the Company shall will give prompt written notice (a "Piggyback Notice") to all holders of Registrable Securities Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration (Registration, which notice shall be given will specify the proposed offering price (if determined at least 20 days prior to that time), the date the applicable registration statement is kind and number of securities proposed to be filed) andregistered and/or offered, and the distribution arrangements, and will, subject to Sections 2(c) and 2(dSection 5(b)(ii), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within 15 twenty (20) days after the receipt last date such Piggyback Notice was deemed to have been given pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contraryRegistration Statement filed in connection with such Registration, as long as the Company determines that for any reason not to register or to delay Registration, the Company may, at its election, give written notice of such delay would not impair the ability of holders determination to each holder of Registrable Securities to participate that has requested inclusion of Registrable Securities in such registration Registration and (e.g., because A) in the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice case of a Piggyback Registration until the day after the registration statement with respect determination not to such Piggyback Registration is filedregister, in which case, subject shall be relieved of its obligation to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in register any related underwriting) all Registrable Securities in connection with respect such Registration, and (B) in the case of a determination to which delay registering, shall be permitted to delay registering any Registrable Securities for the Company has received written requests for inclusion therein within 15 days after same period as the receipt of the Company’s notice; provided that delay in no event shall registering such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofother securities.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own accountAct, and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to all holders the anticipated filing date of Registrable Securities the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration (which notice and shall be given at least 20 days prior use its commercially reasonable efforts to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein within 15 days after the five (5) Business Days following such Holder’s receipt of the Company’s notice. Notwithstanding the provisions of this Section 2(a) All Holders proposing to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of distribute their securities through a Piggyback Registration until that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the day after the registration statement underwriter(s) selected for such Piggyback Registration, provided that, with respect to such Piggyback underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company, (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement, (iv) each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and (v) each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration is filed, in which case, subject required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the remainder effective date of this Section 2the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in Piggyback Registration and, thereupon, shall be relieved of its obligation to register any related underwriting) all Registrable Securities in connection with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofregistration.

Right to Piggyback. Whenever (i) To the extent Registrable Securities have not been registered, whenever the Company is required or proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (including primary and secondary registrations, and other than (i) pursuant to a Demand an Excluded Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 at least ten (10) days prior written notice to all holders of Registrable Securities the Investors of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) Piggyback Registration and, subject to the terms of Sections 2(c3(b) and 2(d3(c), shall will include in such registration Piggyback Registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 twenty (20) days after the receipt delivery of the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as Such written requests for inclusion will inform the Company determines that such delay would not impair of the ability of holders number of Registrable Securities the Investors wishes to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in statement. If an Investor decides not to include all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and of its Registrable Securities in any related underwriting) all registration statement thereafter filed by the Company, such Investor will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Investor may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. (ii) If a Registration Statement under which the Company has received written requests gives notice under this Section 3 is for inclusion therein within 15 days after an underwritten offering, then the receipt Company will so advise the Investors. In such event, the right of the CompanyInvestor’s notice; Registrable Securities to be included in a registration pursuant to this Section 3 will be conditioned upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided that herein. If an Investor determines to distribute its Registrable Securities through such underwriting then such Investor will enter into an underwriting agreement in no event shall customary form with the managing underwriter or underwriter(s) selected for such Demand Registration be closed unless underwriting. If an Investors disapproves of the terms of any such underwriting, the Investors may elect to withdraw therefrom by written notice has been provided to the Company and the underwriter, delivered at least 20 days ten (10) Business Days prior to the closing thereofeffective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration.

Right to Piggyback. Whenever prior to the applicable Termination Date the Company proposes (i) to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) Shares under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to on a registration statement on Form S-4 X-0, X-0, X-0 or S-8 or any successor or similar formsF-4), whether or not for sale for its own accountaccount or for the account of one or more holders of Shares, and the form of registration form statement to be used may be used for the any registration of Registrable Securities Shares or (ii) to sell Shares that have already been registered “off the shelf” by means of a prospectus supplement (a “Shelf Takedown”) (each a “Piggyback RegistrationEvent”), the Company shall give prompt written notice to all holders of Registrable Securities the Investors of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and/or Shelf Takedown and, subject to Sections 2(c3(b) and 2(d3(c), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements statement and in any related underwriting) offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein from any Investor within 15 20 days after the such Investor’s receipt of the Company’s noticenotice (provided that only Registrable Shares of the same class or classes as the Shares being registered and/or taken-down may be included). 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 prior to the pricing thereof. If the Company or 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 Event. Notwithstanding the provisions of foregoing, no Investor will have any rights under this Section 2(a) to the contrary3 in respect of an underwritten Shelf Takedown that has been requested by another Investor, as long as the Company determines that and any such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to underwritten Shelf Takedown will be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting4(c) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereofhereof.

Right to Piggyback. Whenever Each time the Company proposes to register any class of its equity securities common stock (including other than pursuant to Section 2.1 or pursuant to an Excluded Registration) for sale to the public (whether for the account of the Company or the account of any proposed registration security holder of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, 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 all holders each Holder of Registrable Securities of its intention to effect such a registration Shares not less than fifteen (which notice shall be given at least 20 15) days prior to the anticipated filing date of the applicable Company’s registration statement is statement. Such notice shall offer each such Holder the opportunity to be filed) andinclude any or all of its Registrable Shares in such registration statement, subject to Sections 2(cthe limitations contained in Section 2.2(b) and 2(d), shall include hereof. Each Holder who desires to have its Registrable Shares included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which statement shall so advise the Company has received written requests for inclusion therein in writing (stating the number of shares desired to be registered) within 15 fifteen (15) days after the receipt of such notice from the Company’s notice. Notwithstanding In the provisions of this Section 2(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because event the registration statement therefor is likely not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed)actually in progress at such time, the Company may delay shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice of a Piggyback Registration until shall have the day after the registration statement with respect same rights afforded above. Subject to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 22.2(b) below, the Company shall include in such registration (and in statement all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect Shares so requested to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s noticebe included therein; 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 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 no event shall any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such Demand Registration be closed unless such notice has been provided withdrawal at least 20 fifteen (15) days prior to the closing thereofsuch registration statement becoming effective.

Right to Piggyback. Whenever After the end of the Lock-Up Period, whenever the Company proposes to register any of its equity securities (including any proposed in response to a demand of a shareholder not party hereto, but excluding a registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, relating solely to employee benefit plans, or (iirelating solely to the sale of debt or convertible debt instruments) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used filed may be used for the registration or qualification for distribution of Registrable Securities (a “Piggyback Registration”)Securities, the Company shall will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and 2(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 fifteen (15) days after the receipt date of the Company’s notice's notice (a “Piggyback Registration”). Notwithstanding Any Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing Underwriter, if any, on or before the thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to any Holder in connection with such delay, termination or withdrawal; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Piggyback Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2(a) 2 shall be in addition to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject rights granted pursuant to the remainder other provisions of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof1 hereof.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (1), whenever the Company proposes to register any of its equity Common Stock (or securities convertible into or exchangeable for, or options to acquire, Common Stock) with the Securities and Exchange Commission (including any proposed registration of the Company’s securities by any third party"Commission") under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1, or (ii) pursuant to a registration on Form S-4 or S-8 or any successor an S-3 registration statement which relates solely to a dividend reinvestment plan or similar forms), whether or not for employee purchase plan) in a public sale for its own account, cash and the registration form to be used may be used for the registration of the Registrable Securities (as defined in subsection (h) below) (a “"Piggyback Registration”Registration "), whether or not for sale for its own account, the Company shall will give prompt written notice to all each of the Institutional Investors (and any transferees of such Institutional Investors) and each of the holders of Registrable Securities Shares listed on Exhibit I hereto (collectively, including the Institutional Investors, the "Significant Holders ") (including Dresxxx, xxich, for purposes of this Section 4, shall include Dresxxx, xxs Related Parties and any transferees of Dresxxx xxx his Related Parties), at least fifteen (15) days prior to the anticipated filing date, of its intention to effect such a registration (registration, which notice shall be given at least 20 days prior to will specify the date the applicable registration statement is kind and number of securities proposed to be filed) andregistered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to Sections 2(csubsection (a)(2) and 2(d)below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 ten (10) days after the receipt delivery of the Company’s 's notice. Notwithstanding the provisions of Except as may otherwise be provided in this Section 2(a) to the contraryAgreement, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities to participate in such registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which such request for registration has been received will be registered by the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior and offered to the closing thereofpublic in a Piggyback Registration pursuant to this Section 4 on the same terms and conditions as those applicable to the registration of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold by the Company and by any other person selling under such registration.