Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (whether or not in combination with any other than pursuant to an Excluded Registrationequity or debt security or otherwise) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock other than pursuant to a previously filed Demand Registration or in connection with registration statement pursuant on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to Rule 415 under the Securities Act sale of debt or convertible debt instruments) and the registration form of registration statement to be used permits may be used for the registration of Investor Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice at least 20 days before the anticipated filing date to WIC (which the Investor on behalf of the holders of the Investor Registrable Securities of its intention to effect such a registration. Each such Company notice shall specify the approximate number of shares of Common Stock to be given not less than 30 days prior registered. Subject to Sections 3.2 and 3.3 below, the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to Company will include any or all of its Registrable Shares in such registration statement, subject (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received from the Investor a written request for inclusion therein within 15 days after the delivery of such Company notice; provided that (i) each seller must sell its Investor Registrable Securities to the limitations contained underwriter or underwriters selected by the Company in subsection connection with such offering on the same terms and conditions as apply to the Company and (bii) if, at any time after giving notice to the Investor of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires its intention to have effect such registration, the Company shall determine for any reason not to register any of its Registrable Shares included in such registration statementCommon Stock under the Securities Act, WIC the Company shall give notice to the Investor on behalf of Purchaser such sellers and, thereupon, shall so advise be relieved of its obligation to register any Investor Registrable Securities in connection with such registration and, except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the holders of Investor Registrable Securities in writing (stating the number of shares desired to be registered) within 20 days after the date of connection with such notice from the Companytermination or withdrawal. WIC The Company shall have the right to withdraw its request for inclusion of Registrable Shares select the underwriter or underwriters to administer any underwritten offering in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in connection with such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticerelated offering.

Right to Piggyback. Until such time as Following the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) expiration of the FullyLock-Diluted Sharesup Period, each time whenever the Company proposes to register any of its Common Stock securities (other than pursuant to an Excluded Registration) under the Securities Act for sale a Demand Registration or any registration effected pursuant to Form X-0, X-0 or any successor forms and other than a registration relating solely to the public (whether for the account sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or the account of any securityholder other transaction under Rule 145 of the CompanySecurities Act, or a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not but in no event less than 30 twenty (20) calendar days prior to the effective proposed filing of such Registration Statement) to all holders of Registrable Securities of its intention to effect such a registration, setting forth (to the extent then known) the principal terms and conditions of such issuance, including the anticipated proposed offering price (or range of offering prices), the anticipated date of the filing of the Registration Statement and the number and type of securities to be registered, and shall, subject to the other provisions of this Section 4.2, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) calendar days after the receipt of the Company's ’s notice. No registration statement), which notice shall offer each Purchaser of Registrable Securities effected under this Section 4.2 will relieve the opportunity Company of any of its obligations to include effect registrations of Investor Registrable Securities pursuant to Section 4.1 hereof. The election by any holder of Registrable Securities not to exercise its rights to have any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement Securities registered pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 4.2 shall not be assignable affect its rights as to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticefuture issuances.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC each Holder of Registrable Shares (which notice shall be given not less than 30 thirty (30) days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")2.2.2 hereof. If Purchaser Each Holder who desires to have its or his Registrable Shares included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 twenty (20) days after the date of such notice from the Company. WIC Any Holder shall have the right to withdraw its such Holder's request for inclusion of such Holder's Registrable Shares in any registration statement pursuant to this subsection (a) Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.22.2.2 below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that Notwithstanding anything to the Piggyback Registration rights set forth contrary contained in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided2.2.1, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) Holder shall be entitled to receive or make notices under register any of its Registrable Shares pursuant to this Section 3.2 and; provided2.2.1 until 180 days after the Effective Date, further, that, for purposes nor shall any Holder be entitled to notice of this Section 3.2 only, all notices delivered any proposed registration by the Company of any of its equity securities that is intended to WIC or the Purchaser Representative shall be deemed to have been given to all members become effective within 180 days of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeEffective Date.

Right to Piggyback. Until such time as Subject to Section 2.2(e) below, whenever the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the applicable Registrant Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act for sale to the public (whether its own account or for the account of the Company or the account any holder of any securityholder of the Companyequity securities (other than (i) or proposes to make such an offering of Common Stock pursuant to a previously filed Demand Registration, in which case the ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2.1 and (ii) pursuant to a registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include on Form S-8 or S-4 or any similar or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (bsuccessor form) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires , the applicable Registrant Company shall give written notice at least thirty (30) days prior to have its Registrable Shares included in such the date the registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired statement is to be registered) within 20 days after the date filed to all applicable holders of Registrable Securities of its intention to effect such a registration and of such notice from holders' rights under this Section 2.2. Upon the Company. WIC shall have the right to withdraw its written request for inclusion of any holder of Registrable Shares in any registration statement pursuant Securities receiving such notice (which request must specify the Registrable Securities intended to this subsection (a) be disposed of by giving written notice to such holder and the Company intended method of such withdrawal. Subject to subsection (b) of this Section 3.2disposition thereof), the applicable Registrant Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so Securities requested to be included thereinregistered pursuant to this Section 2.2(a), subject to Sections 2.2(b) and 2.2(c) below, with respect to which the applicable Registrant Company has received written requests for inclusion therein within twenty (20) days after the receipt of the applicable Registrant Company's notice; provided, however, provided that the Company any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective, and if such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providedholder withdraws its request for inclusion, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) Registrant Company shall be entitled obligated to receive or make notices under this Section 3.2 and; provided, further, that, for purposes pay any expenses of this Section 3.2 only, all notices delivered such holder with respect to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeregistration.

Right to Piggyback. Until such time as If the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company Corporation proposes to register any shares of its common stock (or securities convertible into or exchangeable or exercisable for common stock) (the "Common Stock (other than pursuant to an Excluded RegistrationStock") under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Companya "Proposed Registration") or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of the Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares Securities as defined in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 1.5.6 below (a "Piggyback Registration"). If Purchaser desires , the Corporation will give prompt written notice to have all holders of Registrable Securities of its Registrable Shares included intention to effect such a registration and will, subject to Section 1.1.2 below, include in such registration statementPiggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within fifteen (15) days after receipt of the Corporation's notice; provided that, WIC on behalf the maximum number of Purchaser Registrable Securities that may be registered by TIG pursuant to any such Piggyback Registration (the "TIG Maximum") shall so advise not exceed the Company in writing (stating percentage of TIG's total Registrable Securities equal to the percentage that the total number of shares desired offered by the Corporation in the Proposed Registration bears to be registered) within 20 days after the date total number of issued and outstanding shares of the Corporation. In the case of an underwritten offering, Registrable Securities with respect to which such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement has been received will be registered by the Corporation pursuant to this subsection (a) by giving written notice Section 1 on the same terms and subject to the Company of such withdrawal. Subject same conditions applicable to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested stock to be included therein; provided, however, that sold by the Company may at any time withdraw Corporation or cease proceeding with any by other persons selling under such registration if it shall at the same time withdraw or cease proceeding with the registration Proposed Registration. Holders of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall Securities will be entitled to receive or make notices under include shares pursuant to this Section 3.2 and; provided, further, that, for purposes 1.1.1 in (A) demand registrations of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members any shareholder of the Purchaser Group and all notices delivered to the Company by WIC Corporation, or the Purchaser Representative shall be deemed to have been given by the members (B) registrations of the Purchaser GroupCorporation, except to the extent explicitly specified in such noticeother than a registration statement on Form S-4 or S-8.

Right to Piggyback. Until such If the Company at any time as proposes to file a registration statement under the Purchaser Group ceases Securities Act with respect to Beneficially Own at least 5% an offering (which percentage may be adjusted in accordance with Section 2.1(e)(v)a “Piggyback Registration”) of the Fully-Diluted Shares, each time the Company proposes to register any of its New Common Stock (other than pursuant a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to an Excluded Registration) a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesAct, then the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior the “Piggyback Notice”) of such proposed filing to the effective Trust at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of the Company's filing of such registration statement), which notice shall offer each Purchaser any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the opportunity Company of the proposed maximum offering price as such price is proposed to include any or all appear on the facing page of its Registrable Shares in such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the limitations contained in subsection (b) Trust with the opportunity to request to register such amount of this Section 3.2 Registrable Securities as the Trust may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a "“Piggyback Registration"”). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf The rights of Purchaser the Trust under this Article V shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice subject to the Company provisions of such withdrawalSection 4.1(h) and Section 4.4(b), if applicable. Subject to subsection (b) of this Section 3.2, the The Company shall use its reasonable best efforts to include in such registration statement Piggyback Registration all such Registrable Shares so requested to be included therein; provided, however, that Securities for which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests from the same time withdraw or cease proceeding with the registration Trust for inclusion within 10 Business Days after delivery of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Notice, subject to Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices 5.2 and Section 7.2. The Company’s obligations under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered 5.1 are subject to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members provisions of the Purchaser Group, except to the extent explicitly specified in such noticeArticle VI.

Right to Piggyback. Until such If the Company at any time as proposes to file a registration statement under the Purchaser Group ceases Securities Act with respect to Beneficially Own at least 5% an offering (which percentage may be adjusted in accordance with Section 2.1(e)(v)a “Piggyback Registration”) of the Fully-Diluted Shares, each time the Company proposes to register any of its New Common Stock (other than pursuant a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to an Excluded Registration) a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesAct, then the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior the “Piggyback Notice”) of such proposed filing to the effective Holders at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of the Company's filing of such registration statement), which notice shall offer each Purchaser any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the opportunity Company of the proposed maximum offering price as such price is proposed to include any or all appear on the facing page of its Registrable Shares in such registration statement, subject to Section 5.2, use its reasonable best efforts in order to provide the limitations contained in subsection (b) Holders with the opportunity to request to register such amount of this Section 3.2 Registrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a "“Piggyback Registration"”). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf The rights of Purchaser the Holders under this Article V shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice subject to the Company provision of such withdrawalSection 4.1(g) and Section 4.4(b), if applicable. Subject to subsection (b) of this Section 3.2, the The Company shall use its reasonable best efforts to include in such registration statement Piggyback Registration all such Registrable Shares so requested to be included therein; provided, however, that Securities for which 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 has received written requests for inclusion within 10 Business Days after delivery of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Notice, subject to Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices 5.2 and Section 7.2. The Company’s obligations under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered 5.1 are subject to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members provisions of the Purchaser Group, except to the extent explicitly specified in such noticeArticle VI.

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2(b).

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock securities (the “Priority Securities”) under the Securities Act (other than pursuant to an Excluded (1) a Demand Registration, for which “piggyback” rights are provided in Section 3 hereof, (2) under the Securities Act for sale Warrant Shelf Registration Statement, (3) the Common Stock Shelf Registration Statement (except to the public extent specifically referred to in Section 2(b) hereof), (whether for 4) a registration of the account issuance by the Company, or the resale by any holder of Partnership Units, of any securities of the Company or the account issued upon redemption of any securityholder of the Companysuch Partnership Units, (5) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant on Form S-8 or Form S-4 or any similar form or (6) a registration the primary purpose of which is to Rule 415 under the Securities Act register debt securities), and the a registration form of registration statement to be used permits in such registration may be used for the registration of Registrable SharesSecurities of the same class (a “Piggyback Registration”), the Company shall give prompt written notice (a “Piggyback Notice”) to WIC all Holders of Registrable Securities of such class (including, in the case of a Piggyback Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 4 but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Piggyback Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering) of its intention to effect such a registration. Subject to Section 4(c) and 4(d), the Company shall include in any such registration by it all Registrable Securities of the same class as the securities being registered with respect to which it has received written requests for inclusion therein from the Holders thereof within 20 days after the receipt of the Company’s Piggyback Notice; provided, however, that (A) if such Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder’s Registrable Securities as contemplated by Section 5(a) hereof, (B) if, at any time after giving written notice shall be given not less than 30 days pursuant to this Section 4(a) of its intention to register any Priority Securities and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include determine for any reason not to register such Priority Securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration statement all such Registrable Shares so requested to be included therein; provided(without prejudice, however, that to rights of Holders of Registrable Securities under Section 3), (C) in the event of the initial public offering by the Company of shares of Common Stock, the Company may at any time withdraw or cease proceeding with any determine, in its sole and absolute discretion, that such registration if it registered offering shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the not constitute a Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 4 only, all notices and in the event of such a determination no Holder shall have any rights under this Section 4 with respect to such offering, and (D) it shall be a condition to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC LP Partnership Agreement shall prohibit or restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Piggyback Registration and that (1) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to WIC or ARC LP a Redemption Notice Package not less than five (5) Business Days prior to the Purchaser Representative closing date of such offering, and (2) in the case of any other offering, such Partnership Unit Holder shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to ARC LP a Redemption Notice Package a reasonable time prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given proposed sale of such Holder’s Registrable Securities in such offering, as determined by the members of the Purchaser Group, except to the extent explicitly specified in such noticeCompany.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company Corporation proposes to register offer any of its Common Stock equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder equity holder of the CompanyCorporation other than a Holder) or proposes to make such an offering of Common Stock pursuant to (a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares“Piggyback Offering”), the Company Corporation shall give prompt written notice to WIC each Holder of Registrable Securities (which notice shall be given not less than 30 ten (10) days prior to (i) the effective offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Company's Corporation’s registration statementstatement in a registration other than a Corporation Shelf Registration), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its Registrable Shares Securities in such registration statementunderwritten offering, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")2.2.2 hereof. If Purchaser Each Holder who desires to have its Registrable Shares Securities included in such registration statement, WIC on behalf of Purchaser underwritten offering shall so advise the Company Corporation in writing (stating the number and type of shares Registrable Securities desired to be registeredregistered or included) within 20 three (3) days after the date of such notice from the CompanyCorporation. WIC Any Holder shall have the right to withdraw its such Holder’s request for inclusion of such Holder’s Registrable Shares Securities in any registration statement underwritten offering pursuant to this subsection (a) Section 2.2.1 by giving written notice to the Company Corporation of such withdrawal. Subject to subsection (b) of this Section 3.22.2.2 below, the Company Corporation shall include in such registration statement underwritten offering all such Registrable Shares Securities so requested to be included therein; provided. Notwithstanding the foregoing, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration offering if it shall at the same time withdraw or cease proceeding with the registration offering of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified included in such noticeoffering.

Right to Piggyback. Until such time as (a) Subject to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesterms and conditions hereof, each time whenever the Company proposes (i) to register any of register, either for its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the own account of the Company or the account of a security holder or holders, any securityholder of the Company) or proposes to make such an offering shares of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used permits may be used for the registration of Registrable SharesShares or (ii) to sell Common Stock pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date Manager of the Company's ’s intention to effect such a registration statement)and shall include in the Company Registration Statement or Prospectus Supplement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such shares to which notice the Manager has provided the Company with a written request for inclusion therein within three (3) business days after the Company’s notice. (b) Notwithstanding the foregoing, the Company shall offer each Purchaser not be required to notify the opportunity to Manager or include any or all of its Registrable Shares in such any registration statementon (i) Form S-0, subject X-0 or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the limitations contained in subsection Company’s direct stock purchase and dividend reinvestment program, (bii) Form S-4 or successor forms relating solely to a transaction within the scope of this Section 3.2 Rule 145, or (iii) any other form (other than Form S-0, X-0 or SB-1, or their successor forms), or a "Piggyback Registration"). If Purchaser desires Prospectus Supplement thereto, that does not include substantially the same information as would be required to have its Registrable Shares be included in such registration statement, WIC on behalf of Purchaser shall so advise the a Company in writing Registration Statement or Prospectus Supplement pursuant to Section 2 above. (stating the number of shares desired to be registeredc) within 20 days after the date of such notice from the Company. WIC The Company shall have the right to abandon, terminate and/or withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to Company Registration Statement initiated by it under this subsection (a) by giving written notice Section 3 prior to the Company effectiveness of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may Registration Statement and/or any Prospectus Supplement 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC consummation of an offering pursuant thereto, whether or not the Purchaser Representative shall be deemed Manager has elected to have been given by the members of the Purchaser Group, except to the extent explicitly specified include securities in such noticeCompany Registration Statement or Prospectus Supplement.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any shares of Common Stock with the Securities and Exchange Commission (the "Commission") under the Act, for its own account or for the account of any of its security holders covering the sale of Common Stock (other than pursuant to an Excluded Registration(a) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any on Form S-4 or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection S-8 or (b) a registration statement filed in connection with an offer of securities solely to existing security holders or (c) a Demand Registration pursuant to Section 2.2 hereof), and the Registration Statement may be used for the Registrable Securities held by the Stockholders party to this Section 3.2 Agreement (such registration a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating will give written notice to all such Stockholders, at least 20 Business Days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the kind and number of shares desired securities proposed to be registered) within 20 days after , the date of distribution arrangements and such notice from other information that at the Company. WIC shall have the right time would be appropriate to withdraw its request for inclusion of Registrable Shares include in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject notice, and will, subject to subsection (b) of this Section 3.2below, the Company shall include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 Business Days after the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such Registrable Shares so requested request for registration has been received will be registered by the Company and offered to the public in a registration pursuant to this Section 2.1 on the same terms and conditions as those applicable to the registration of shares of Common Stock to be sold by the Company and by any other Stockholder selling under such Piggyback Registration. [A Piggyback Registration shall not apply to any Equity Offering that is the initial Equity Offering of the Company unless the securities of other selling security holders are to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any .] Each such registration if it Piggyback Registration shall at the same time withdraw or cease proceeding comply with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights procedures set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice2.3 hereof.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to (a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares“Piggyback Registration”), the Company shall give prompt written notice to WIC each Holder of Registrable Securities (which notice shall be given not less than 30 10 days prior to the effective anticipated filing date of the Company's ’s registration statement), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its such Holder’s Registrable Shares Securities in such registration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")2.3.2 hereof. If Purchaser Each Holder who desires to have its such Holder’s Registrable Shares Securities included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 five days after the date of such notice from the Company. WIC Any Holder shall have the right to withdraw its such Holder’s request for inclusion of such Holder’s Registrable Shares Securities in any registration statement pursuant to this subsection (a) Section 2.3.1 by giving written notice to the Company of such withdrawalwithdrawal on or before the fifth day prior to the planned effective date of such Piggyback Registration. Subject to subsection (b) of this Section 3.22.3.2 below, the Company shall include in such registration statement all such Registrable Shares Securities so requested to be included therein; provided, however, that the Company may at any time time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that registered and will have no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered liability to the Company by WIC Holder in connection with such termination or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Groupwithdrawal, except for the obligation to the extent explicitly specified in such noticepay any registration expenses pursuant to Section 2.7.2.

Right to Piggyback. Until such time Other than as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with contemplated by Section 2.1(e)(v1(c)) of the Fully-Diluted Shares, each time whenever the Company proposes to register any of its Common Stock securities, or proposes to offer any of its registered securities pursuant to a Shelf Registration Statement (a “Shelf Takedown”), under the Securities Act (other than pursuant to an Excluded a Demand Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC all Eligible Holders of Registrable Securities of its intention to effect such a registration or Shelf Takedown, as applicable (which notice shall be given not less than 30 twenty (20) days prior to the expected effective date of the Company's registration statementPiggyback Registration), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statementand shall, subject to the limitations contained in subsection (bprovisions of Section 2(b) of this and Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement2(c) , WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement or Shelf Takedown, as applicable, all such Registrable Shares so requested Securities of Eligible Holders of the same class of Registrable Securities subject to be included therein; provided, however, that the Shelf Takedown with respect to which the Company may at any time withdraw has received written requests for inclusion therein within twenty (20) days after sending the Company’s notice. Notwithstanding anything to the contrary contained herein, the Company may, in its sole discretion, determine not to proceed with a registration or cease proceeding with any Shelf Takedown which is the subject of such registration if it shall at notice, provided that prompt notice of such determination is provided to all Eligible Holders of Registrable Securities of the same time withdraw or cease proceeding with class subject to the registration or Shelf Takedown, as the case may be. For the avoidance of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration doubt, no holder of Registrable Securities shall have any rights set forth in this Section 3.2 shall not be assignable with respect to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to Registration Statement filed by the Company by WIC on Form S-8, Form S-4 (or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeany successor form).

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this paragraph (which percentage may be adjusted in accordance with Section 2.1(e)(v1)) of the Fully-Diluted Shares, each time whenever the Company proposes to register any shares of its Common Stock (under the Act at any time after the Second Anniversary, other than pursuant to an Excluded Registration(A) under the Securities Act for sale to the public a registration statement on Form S-4 or S-8 (whether for the account of the Company or the account of any securityholder of the Companysuccessor forms or comparable foreign forms) or proposes to make such filed in connection with an exchange offer or (B) an offering of Common Stock pursuant securities solely to the Company’s existing shareholders (a previously filed registration statement pursuant to Rule 415 under the Securities Act “Proposed Registration”), and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (a “Piggyback Registration”), the Company shall will give prompt written notice to WIC (each Original Shareholder of its intention to effect such a registration and will, subject to Section 4(a)(2) hereof, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from each Original Shareholder within 15 days after receipt of the Company’s notice, provided that if, at any time after giving written notice shall be given not less than 30 days of its intention to register any shares of Common Stock and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall determine for any reason not to register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (1) 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 (2) in the case of delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public pursuant to this Section 4 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. No Original Shareholder will be entitled to include Registrable Securities pursuant to this Section 4(a) (1) in such a registration statement all such Registrable Shares so requested relating to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration initial public offering of shares of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided(or securities exchangeable or exercisable for or convertible into Common Stock, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) Common Stock underlying such exchangeable or convertible securities). If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the shares of Common Stock for distribution in any province of Canada (a “Canadian Offering”), the Original Shareholders shall be entitled to receive or make notices participate in such Canadian Offering to the same extent and on the same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as they are entitled to participate in the Piggyback Registration under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeAgreement.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this paragraph (which percentage may be adjusted in accordance with Section 2.1(e)(v1)) of the Fully-Diluted Shares, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act for sale to the public Act, other than a registration statement on Form S-4 or S-8 (whether for the account of the Company or the account of any securityholder of the Companysuccessor forms or comparable foreign forms) or proposes to make such filed in connection with an exchange offer or an offering of Common Stock pursuant securities solely to the Company’s existing stockholders (a previously filed registration statement pursuant to Rule 415 under the Securities Act “Proposed Registration”) and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (a “Piggyback Registration”), the Company shall will give prompt written notice to WIC (WP and the GW Shareholders of its intention to effect such a registration and will, subject to Section 3(a)(2) hereof, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from WP and the GW Shareholders within 15 days after receipt of the Company’s notice, provided that if, at any time after giving written notice shall be given not less than 30 days of its intention to register any Common Shares and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include determine for any reason not to register or to delay registration of such shares, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (b) in the case of delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the Common Shares for distribution in any province of Canada (a “Canadian Offering”), each holder of Registrable Securities shall be entitled, subject to applicable Canadian securities law, to participate in such registration statement all such Registrable Shares so requested Canadian Offering to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with extent and on the registration of Common Stock originally proposed same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as such holder is entitled to be registered. It is specifically agreed that participate in the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeAgreement.

Right to Piggyback. Until such If at any time as subsequent to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) expiration of the Fully-Diluted Sharesfive year term for effectiveness of the Shelf Registration effected pursuant to Section 2.1, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act (except on Form X-0, Xxxx X-0, or any successor forms thereto) whether or not for sale to the public its own account (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock other than a registration effected pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesSection 2.2 hereof), then the Company shall give prompt written notice of such proposed filing to WIC (which notice shall be given not less than the holders of Registrable Securities at least 30 days prior to before the effective anticipated filing date of (the Company's registration statement"Piggyback Notice"), which notice . The Piggyback Notice shall offer each Purchaser such holders the opportunity to include any or all register such amount of its Registrable Shares in Securities as each such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 holder may request (a "Piggyback Registration"). If Purchaser desires Subject to have its Section 2.3(b) hereof, upon the written request of any such holders of Registrable Shares included in such registration statement, WIC on behalf Securities made within 15 days of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC Piggyback Notice (which request shall have specify the right aggregate number of the Registrable Securities to withdraw its request for inclusion be registered and will also specify the intended method of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2disposition thereof), the Company shall include in such will use its best efforts to effect the registration statement under the Securities Act of all such Registrable Shares Securities which the Company 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 included thereinsold) (in accordance with such intended methods thereof) of the Registrable Securities to be so registered; provided, however, that if any time after giving written notice of the proposed filing and prior to the effective date of the registration statement filed in connection with such registration the Company may shall determine for any reason not to pursue the effectiveness of the registration, the Company shall 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 (but not from its obligation to pay the Registration Expenses in connection therewith. . The holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members effective date of the Purchaser Group, except to the extent explicitly specified in such noticePiggyback Registration.

Right to Piggyback. Until such time So long as the Purchaser Group ceases to Beneficially Own at least 5Holders beneficially own more than 16.0% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted SharesCompany's $0.01 par value common stock ("Common Stock"), each time whenever the Company proposes to register any of its Common Stock in connection with a proposed underwritten public offering (other than pursuant to an Excluded Registrationa "Public Offering")(including any proposed registration of the Company's Common Stock by any third party in connection with a Public Offering) under the Securities Act for sale to the public (whether for the account of the Company other than in connection with registrations on SEC Forms S-4, S-8 or any successor or similar forms or on SEC Form S-0 xx xxxnection with a business combination or exchange offer, dividend reinvestment and/or direct investment plan, any employment benefit plan or the account exercise or conversion by employees or lenders of any securityholder of the Companyoptions, warrants or similar rights) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a "Piggyback Registration"), the Company shall give prompt written notice to WIC (all Holders of Registrable Securities of its intention to effect such a registration. The Holders shall keep such notice strictly confidential until the Company has made a public announcement of the proposed Public Offering. The Company thereafter shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests from the Holders for inclusion therein within 20 days after the Holders' receipt of the Company's notice; provided, however, that at any time after giving such written notice shall be given not less than 30 days of its intention to register any Common Stock and prior to the effective date of the Company's registration statement)statement filed in connection with such registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise if the Company shall determine, in writing (stating its sole discretion, for any reason not to proceed with the number of shares desired to be registered) within 20 days after registration, the date of such notice from the Company. WIC Company shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving give written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, Holders and thereupon the Company shall include in such registration statement all have no further obligation to register such Registrable Shares so requested to be included therein; provided, however, that Securities in connection with such proposed Public Offering. Such termination of a Public Offering shall not relieve the Company may at any time withdraw or cease proceeding with any such registration if it shall at from its obligation to pay the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except Expenses to the extent explicitly specified incurred in connection therewith as provided in Section 1(b), or from its obligations hereunder with respect to any other Public Offering or a registration of such noticeterminated Public Offering.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes (other than pursuant to a Demand Request, a Shelf Registration Request or a Shelf Takedown Request) to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act for sale to the public (whether for the Company’s own account of the Company or for the account of any securityholder other Person) other than in connection with a registration relating either to the sale of the Company) securities to participants in a Company stock option, stock purchase or proposes to make such an offering of Common Stock similar benefit plan or pursuant to a previously filed registration statement pursuant to Commission Rule 415 under the Securities Act 145 transaction, including, without limitation, on Form S-4 or Form S-8, and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt prompt, written notice to WIC (which notice shall be given not less than 30 days prior all holders of Registrable Securities party hereto of its intention to the effective date of the Company's registration statement)effect such a registration, which and such notice shall offer each Purchaser such holder the opportunity to register on the same terms and conditions such number of such holder’s Registrable Securities as such holder may request. The Company shall use reasonable best efforts to include any or all of its Registrable Shares in such registration statementall Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Shareholders within five (5) Business Days after their receipt of the Company’s notice (the “Piggyback Holders”), subject to the limitations contained in subsection (b) provisions of this Section 3.2 (a "Piggyback Registration")Sections 2.3 and 2.4. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser Such requests for inclusion shall so advise the Company in writing (stating specify the number of shares desired Registrable Securities intended to be registered) within 20 days after disposed of and the date intended method of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticedistribution thereof.

Right to Piggyback. Until such time as If (i) the Purchaser Group Shelf Registration Statement ceases to Beneficially Own be effective at least 5% any time during the Required Period, (which percentage may be adjusted in accordance ii) there are Registrable Securities outstanding and (iii) the Company at any time proposes to file a registration statement under the Securities Act with Section 2.1(e)(v)respect to an offering (a “Piggyback Registration”) of the Fully-Diluted Shares, each time the Company proposes to register any of its New Common Stock (other than pursuant a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to an Excluded Registration) a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesAct, then the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior the “Piggyback Notice”) of such proposed filing to the effective Holders at least 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all filing of its Registrable Shares in such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. The Company shall, subject to Section 5.2, use its reasonable best efforts in order to provide the Holders with the opportunity to request to register such amount of Registrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests for inclusion within 5 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the limitations contained in subsection (b) provisions of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeArticle VI.

Right to Piggyback. Until such (i) Subject to the terms and conditions of this Agreement, at any time as beginning thirty (30) days prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) expiration of the Fullyapplicable transfer restrictions under their respective Lock-Diluted SharesUp Agreements, each time if the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act (other than (a) pursuant to a registration on Form S-8 or Form S-4, or any successor forms, relating to equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, (b) in connection with a direct or indirect business combination involving the Company and another Person, (c) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is convertible into equity securities of the Company and (e) for a dividend reinvestment plan or similar plan, whether for sale to the public solely for its own account) (whether a “Primary Registration”) or for the account of any other Person, the Company or shall at such time give prompt notice (the account “Piggyback Notice”) to each Investor at least twenty (20) business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall set forth such Investor’s rights under this Section 2(a) and shall offer such Investor the opportunity to include in such registration statement the number of Registrable Securities proposed to be registered as each such holder may request (a “Piggyback Registration”), subject to the provisions of Section 2(c), Section 2(d) and Section 2(f) of this Agreement. (ii) Upon the request of any securityholder Investor made within ten (10) business days of the CompanyPiggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by such Investor) and the minimum price, if any, below which such Investor will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or proposes changed in the discretion of the Investor), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to make include, all Registrable Securities that the Company has been so requested to include by all such an offering of Common Stock pursuant Investors, and shall use its reasonable best efforts to a previously filed effect the registration statement pursuant to Rule 415 under the Securities Act and of all Registrable Securities that the form Company has been so requested to register by all such Investors, to the extent required to permit the disposition of registration statement the Registrable Securities so to be used permits registered; provided that, (i) if such registration involves an underwritten offering, all such Investors requesting to be included in the Company’s registration of must sell their Registrable Shares, Securities to be registered to the underwriters selected by the Company shall give prompt written (or if applicable the demanding holder pursuant to Section 1(g)) on the same terms and conditions as apply to the Company (or such holder) and (ii) if at any time after giving notice of its intention to WIC (which notice shall be given not less than 30 days register any equity securities in a Primary Registration pursuant to Section 2(a) and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register such registration statement all such Registrable Shares so requested to be included therein; providedsecurities, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed give notice to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providedall holders and, howeverthereupon, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled relieved of its obligation to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified register any Registrable Securities in connection with such noticeregistration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) securities under the Securities Act for sale to of 1933, as amended (the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock "SECURITIES ACT")(other than pursuant to a previously filed registration statement pursuant to Rule 415 of securities on Form S-4 or S-8 under the Securities Act (or a successor form to either of such Forms) or pursuant to a "Demand Registration," as such term is defined in that certain Registration Agreement dated as of April 23, 1997 by and among the Company and certain investors in and executives of the Company (as such Registration Agreement may be amended or amended and restated from time to time, the "INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT") and that certain Registration Agreement dated as of August 1, 1997 by and among the Company and certain other executives and shareholders of the Company ((as such Registration Agreement may be amended or amended and restated from time to time, the "RTI REGISTRATION RIGHTS AGREEMENT"), and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (as defined below) (a "PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to WIC all Shareholders of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company's notice. "REGISTRABLE Securities" means all of the shares of Common Stock held by each Shareholder at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities and the Company shall not be required to continue to maintain the effectiveness of a registration statement with respect thereto upon the earliest to occur of the following: (which notice i) when they have been sold under the Securities Act in a registered offering, (ii) sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) ("RULE 144") (iii) or become eligible for sale (without limitation) under Rule 144K or any successor rule. For purposes of this Registration Rights Agreement, a person shall be given deemed to be a holder of Registrable Securities whenever such person has the right to acquire such Registrable Securities (upon conversion or exercise of securities or otherwise), whether or not less than 30 days such acquisition has actually been effected; PROVIDED, HOWEVER, that such acquisition must actually have been effected prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such which includes any Registrable Shares so requested Securities to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeso acquired.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act for sale to the public (whether its own account or for the account of any holder of Class A Shares (which, as a point of clarity, includes the Company or the account registration of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Class A Shares under the Securities Act and for an underwritten public synthetic offering by the form Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to be used permits register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the registration issuance by the Company of Registrable SharesClass A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion applicable holders of Registrable Shares in any of its intention to effect such a registration statement pursuant to this subsection (a) by giving written notice to the Company and of such withdrawal. Subject to subsection (b) of holders’ rights under this Section 3.24(a) (the “Piggyback Notice”). Upon the written request of any holder of Registrable Shares receiving a Piggyback Notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so requested to be included therein; providedregistered pursuant to this Section 4(a), howeversubject to Sections 4(b) and 4(c) below, that with respect to which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests for inclusion therein no later than 9:00 a.m., New York City time, on the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that business day immediately following the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable SharesNotice Delivery Time; provided, however, it being understood that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only4(a), all notices delivered to WIC or the Purchaser Representative “Piggyback Notice Delivery Time” shall be deemed to have been given to all members be the date of delivery of the Purchaser Group and all notices Piggyback Notice if it is delivered to the Company by WIC holders at or the Purchaser Representative prior to 12:00 p.m. New York City time and shall be deemed to have been given by be the members business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the Purchaser Groupunderwriting agreement or, except if none, prior to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time as (a) Subject to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesterms and conditions hereof, each time whenever the Company proposes (i) to register any of register, either for its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the own account of the Company or the account of a security holder or holders, any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Units under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used permits may be used for the registration of Registrable SharesShares or (ii) to sell Common Units pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date Manager of the Company's ’s intention to effect such a registration statement)and shall include in the Company Registration Statement or Prospectus Supplement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such shares to which notice the Manager has provided the Company with a written request for inclusion therein within three (3) business days after the Company’s notice. (b) Notwithstanding the foregoing, the Company shall offer each Purchaser not be required to notify the opportunity to Manager or include any or all of its Registrable Shares in such any registration statementon (i) Form S-0, subject X-0 or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the limitations contained in subsection Company’s direct stock purchase and dividend reinvestment program, (bii) Form S-4 or successor forms relating solely to a transaction within the scope of this Section 3.2 Rule 145, or (iii) any other form (other than Form S-0, X-0 or SB-1, or their successor forms), or a "Piggyback Registration"). If Purchaser desires Prospectus Supplement thereto, that does not include substantially the same information as would be required to have its Registrable Shares be included in such registration statement, WIC on behalf of Purchaser shall so advise the a Company in writing Registration Statement or Prospectus Supplement pursuant to Section 2 above. (stating the number of shares desired to be registeredc) within 20 days after the date of such notice from the Company. WIC The Company shall have the right to abandon, terminate and/or withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to Company Registration Statement initiated by it under this subsection (a) by giving written notice Section 3 prior to the Company effectiveness of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may Registration Statement and/or any Prospectus Supplement 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC consummation of an offering pursuant thereto, whether or not the Purchaser Representative shall be deemed Manager has elected to have been given by the members of the Purchaser Group, except to the extent explicitly specified include securities in such noticeCompany Registration Statement or Prospectus Supplement.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to (a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares“Piggyback Registration”), the Company shall give prompt written notice to WIC each Holder of Registrable Securities (which notice shall be given not less than 30 10 days prior to the effective anticipated filing date of the Company's ’s registration statement), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its such Holder’s Registrable Shares Securities in such registration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")2.3.2 hereof. If Purchaser Each Holder who desires to have its such Holder’s Registrable Shares Securities included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 five days after the date of such notice from the Company. WIC Any Holder shall have the right to withdraw its such Xxxxxx’s request for inclusion of such Xxxxxx’s Registrable Shares Securities in any registration statement pursuant to this subsection (a) Section 2.3.1 by giving written notice to the Company of such withdrawalwithdrawal on or before the fifth day prior to the planned effective date of such Piggyback Registration. Subject to subsection (b) of this Section 3.22.3.2 below, the Company shall include in such registration statement all such Registrable Shares Securities so requested to be included therein; provided, however, that the Company may at any time time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that registered and will have no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered liability to the Company by WIC Holder in connection with such termination or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Groupwithdrawal, except for the obligation to the extent explicitly specified in such noticepay any registration expenses pursuant to Section 2.7.3.

Right to Piggyback. Until such Subject to the terms of this Agreement, the Cooperation Agreement and the Sun Wise RRA, at any time as following the Purchaser Group ceases to Beneficially Own date hereof, provided, that Hill Path has not submitted any nominations for the election of directors at least 5% (which percentage may be adjusted the Company’s 2018 Annual Meeting of Stockholders in accordance with Section 2.1(e)(v)) of the Fully-Diluted SharesCompany’s advance notice period as set forth in the Company’s Second Amended and Restated Bylaws, each time whenever the Company proposes to register the issuance or sale of any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the its own account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act otherwise, and the registration form of registration statement to be used permits may be used for the registration of the resale of Registrable SharesSecurities (each, a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto) (a “Piggyback Registration Statement”), the Company shall will give prompt written notice to WIC notice, at least five (which notice shall be given not less than 30 5) days prior to the effective date proposed filing of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) Hill Path of this Section 3.2 (its intention to effect such a "Piggyback Registration"). If Purchaser desires registration and will use reasonable best efforts to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested Securities (in accordance with the priorities set forth in Section 3.2, Section 3.3 and Section 3.4 below) with respect to which the Company has received written requests for inclusion specifying the number of Registrable Securities desired to be included therein; providedregistered by the Hill Path Entities, however, that which request shall be delivered within two (2) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeits sole discretion.

Right to Piggyback. Until such time as Whenever the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company Corporation proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registrationincluding any proposed registration of the Corporation’s equity securities by any third party) under the Securities Act for sale to the public (whether for the account of the Company other than in connection with registrations on Form X-0, X-0 or the account of any securityholder of the Companysuccessor or similar forms) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesRegisterable Securities (each, a “Piggyback Registration”), the Company Corporation shall give prompt written notice to WIC (which notice shall be given not less in any event no later than 30 45 days prior to filing such Piggyback Registration) to all holders of Registerable Securities of its intention to effect such a registration and of such holders’ rights under this Section 2(a). In connection with: (i) any Demand Registration; and (ii) otherwise upon the effective date written request of either (A) the holders of at least 50% of the Company's registration statementSeries A-3 Registrable Securities or (B) the holders of at least 50% of the Series A-2 Registrable Securities (each of which request must specify the Registerable Securities intended to be included by such holders in such registration), which notice then in each such case of clause (i) or (ii) above, the Corporation shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement(subject to the provisions of this Agreement) all Registerable Securities requested to be registered pursuant to this Section 2(a) by such holders, together with Registrable Securities requested to be registered pursuant to this Section 2(a) from all other holders of Registrable Securities (which request must specify the Registerable Securities intended to be included by such holders in such registration), subject to Sections 2(b) and 2(c) below, with respect to which the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) Corporation has received written requests for inclusion therein within 20 days after the date receipt of such notice from the CompanyCorporation’s notice. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the A Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, considered a Demand Registration for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice1.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act for sale to the public (whether its own account or for the account of the Company or the account any holder of any securityholder of the CompanyClass A Shares (other than (i) or proposes to make such an offering of Common Stock pursuant to a previously filed Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Rule 415 under Section 2 hereof or (v) in connection with the Securities Act and issuance by the form Company of registration statement Class A Shares in the Ladder IPO (including, without limitation, pursuant to be used permits the registration terms of Registrable Sharesany over-allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion applicable holders of Registrable Shares in any of its intention to effect such a registration statement pursuant to this subsection (a) by giving written notice to the Company and of such withdrawal. Subject to subsection (b) of holders’ rights under this Section 3.24(a). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so requested to be included therein; providedregistered pursuant to this Section 4(a), howeversubject to Sections 4(b) and 4(c) below, that with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providednone, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with last sentence of this Section 2.1(e)(v)) of the Fully-Diluted Shares4.1.1, each time whenever the Company proposes to register any shares of its Common Stock (or securities convertible into. or exchangeable for, or options, warrants or other than pursuant rights to an Excluded Registrationacquire, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act (other than registrations on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for sale the registration of the Registrable Securities (as defined in Section 4.10 below) (a "Piggyback Registration"), the Company will give written notice to all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to Section 4.1.2 below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public (whether for in a Piggyback Registration pursuant to this Section 4 on the account terms and conditions at least as favorable as those applicable to the registration of the Company or the account of any securityholder of the Company) or proposes to make such an offering shares of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement (or securities convertible into or exchangeable or exercisable for Common Stock) to be used permits the registration of Registrable Shares, sold by the Company shall give prompt and by any other person selling under such Piggyback Registration, provided that if, at any time after giving written notice of its intention to WIC (which notice shall be given not less than 30 days register any securities and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason either not to register any or to delay registration, of such registration statement all such Registrable Shares so requested to be included therein; providedsecurities, however, that the Company may may, at any time withdraw or cease proceeding with any its election, give written notice of such registration if it shall at the same time withdraw or cease proceeding with the registration determination to each holder of Common Stock originally proposed and, thereupon, (i) in the case of a determination not to register, shall be registered. It is specifically agreed that relieved of its obligation to register any Common Stock in connection with such registration (but not from its obligation to pay the Piggyback Registration rights registration expenses in connection therewith as set forth in this Section 3.2 shall not be assignable 4.5), and (ii) in the case of a determination to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provideddelay registering, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled permitted to receive or make notices under this Section 3.2 and; provided, further, thatdelay registering any Common Stock, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of same period as the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified delay in registering such noticeother securities.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)i) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Units under the Securities Act for sale to the public (whether its own account or for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering holder of Common Stock Units (other than (i) pursuant to a previously filed Demand Registration (in which case, the ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2 hereof, including Section 2(a)(ii) hereof), (ii) pursuant to a registration statement pursuant on Form S-4 or S-8 or any similar or successor form and other than in connection with a registration the primary purpose of which is to Rule 415 under the Securities Act register debt securities (i.e., in connection with a so-called “equity kicker”), and the form of registration statement to be used permits the registration of Registrable Shares(iii) in connection with an initial Public Offering) (a “Piggyback Registration”), the Company shall will give prompt written notice to WIC all holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a)(i). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than 30 days prior to specify the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired Securities intended to be registered) within 20 days after disposed of by such holder and the date intended method of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so Securities requested to be included therein; providedregistered pursuant to this Section 3(a)(i), howeversubject to Section 3(b)(i) below, that with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective. (ii) If in connection with an initial Public Offering by the Company, the Company intends to register under the Securities Act any Common Units for the account of any holder of Common Units, then such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to will also be registered. It is specifically agreed that the a “Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, Registration” for purposes of this Section 3.2 only, all notices delivered to WIC or Agreement and the Purchaser Representative shall be deemed to have been given Company will give prompt written notice to all members holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a)(ii). Upon the written request of any holder of Registrable Securities (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration (subject to the provisions of this Agreement) all Registrable Securities requested to be registered pursuant to this Section 3(a)(ii), subject to Section 3(b)(ii) below, with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Purchaser Group and all notices delivered Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the Company by WIC or applicable registration statement becoming effective. For the Purchaser Representative shall be deemed to have been given avoidance of doubt, an initial Public Offering by the members Company in which the Company does not intend to register under the Securities Act any Common Units for the account of any holder of Common Units shall not be considered a Piggyback Registration for purposes of this Agreement, and the Purchaser Group, except Company shall not be obligated to the extent explicitly specified provide notice or registration rights to any holders of Registrable Securities in connection with such noticea registration.

Right to Piggyback. Until such time as Commencing on the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) 91st day after the Effective Date and ending on the second anniversary of the Fully-Diluted SharesEffective Date, each time during such period that the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale pursuant to the an underwritten public offering for cash (whether for the account of the Company or the account of any securityholder of the CompanyCompany other than under Section 2(b)) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesSecurities (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 WIC each Stockholder (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser Stockholder the opportunity to include any or all of its such Registrable Shares Securities of such Stockholder in such registration statement, subject to the limitations contained in subsection (bSection 2(c)(ii) of this Section 3.2 (a "Piggyback Registration"). If Purchaser Each Stockholder that desires to have its Registrable Shares Securities included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares of Common Stock desired to be registered) within 20 days after the date of receipt of such notice from the Company. WIC Any Stockholder shall have the right to withdraw its such Stockholder's request for inclusion of such Stockholder's Registrable Shares Securities in any registration statement pursuant to this subsection (aSection 2(c) by giving written notice to the Company of such withdrawalwithdrawal not later than five days prior to the effective date of the Company's registration statement. Subject to subsection (bSection 2(c)(ii) of this Section 3.2below, the Company shall include in such registration statement all such Registrable Shares Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all the Common Stock originally proposed to be registered. It is specifically agreed that Notwithstanding anything to the Piggyback Registration rights contrary set forth in this Agreement, no Stockholder may participate in a registration under this Section 3.2 shall not be assignable to any transferee of 2(c) unless, at the Registrable Shares other than members of the Purchaser Group who own more than 10time thereof, (1) such Stockholder owns at least 5% of the Registrable Shares; provided, however, then-outstanding shares of Common Stock or (2) certifies in writing to the Company that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall such Stockholder may be deemed to have been given to all members be an affiliate of the Purchaser Group and all notices delivered to Company under the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSecurities Act.

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.Section 2(b). ​

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2(b).

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this subsection (which percentage may be adjusted in accordance with Section 2.1(e)(v1)) of the Fully-Diluted Shares, each time whenever the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for, or options, warrants or other than pursuant rights to an Excluded Registrationacquire, Common Stock) with the Securities and Exchange Commission (the "COMMISSION") under the Securities Act for sale to (other than (A) registrations on Form S-4 or Form S-8 and (B) the public (whether for the account registration of the Company or the account of any securityholder of the CompanyRecapitalization Shares (as hereinafter defined) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act subsection (c) below) and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (as defined in subsection (k) below) (a "PIGGYBACK REGISTRATION"), the Company shall will give prompt written notice to WIC all Stockholders, at least thirty-five (which notice shall be given not less than 30 35) days prior to the effective date anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (a)(2) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) business days after the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration statement), which notice shall offer each Purchaser has been timely received will be registered by the opportunity to include any or all of its Registrable Shares in such registration statement, subject Company and offered to the limitations contained public in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement Registration pursuant to this subsection (a) by giving written notice Section 4 on terms and conditions at least as favorable as those applicable to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of shares of Common Stock originally proposed (or securities convertible into or exchangeable or exercisable for Common Stock) to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to sold by the Company and by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in any other person selling under such noticePiggyback Registration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act for sale to the public (whether its own account or for the account of any holder of Class A Shares (which, as a point of clarity, includes the Company or the account registration of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Class A Shares under the Securities Act and for an underwritten public synthetic offering by the form Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to be used permits register debt securities (i.e., in connection with a so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the registration issuance by the Company of Registrable SharesClass A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion applicable holders of Registrable Shares in any of its intention to effect such a registration statement pursuant to this subsection (a) by giving written notice to the Company and of such withdrawal. Subject to subsection (b) of holders’ rights under this Section 3.24(a). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so requested to be included therein; providedregistered pursuant to this Section 4(a), howeversubject to Sections 4(b) and 4(c) below, that with respect to which the Company has received written requests for inclusion therein within 14 days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providednone, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time For so long as a Holder holds any Registrable Securities, in the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of event the Fully-Diluted SharesRegistration Statement covering all Registrable Securities is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-8, Form F-8, Form S-4 or Form F-4), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC such Holders of its intention to effect such a registration and, subject to Sections 3.2 and 3.3, shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities under Article II and no registration effected pursuant to this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2.2.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company Whenever Fortune proposes to register any file a registration statement, other than pursuant to Section 1(a) above, for the registration of shares of its Common Stock in connection with an underwritten primary public offering on behalf of Fortune or an underwritten secondary public offering on behalf of other persons who are not the Holders of Registrable Securities, Fortune will, prior to such filing, give fifteen (other than pursuant 15) days prior written notice to an Excluded Registrationthe Holders of its intention to do so and, upon the written request of the Holders given within ten (10) days after receipt of such notice, Fortune shall, subject to the terms of this Agreement, use its reasonable efforts to cause the Registrable Securities which Fortune has been requested to register by such Holder to be registered under the Securities Act for sale to the public (whether for the account of the Company or the account of extent necessary to permit their sale. If, at any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt time after giving written notice of its intention to WIC (which notice shall be given not less than 30 days register any securities and prior to the effective date of the Company's registration statementstatement filed in connection with such registration, Fortune shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, Fortune may, at its election, 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 (as defined below) in connection therewith), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; providedwithout prejudice, however, to the rights of any Holders, if entitled to do so, to request that such registration be effected as a registration under Section 1(a), and (ii) in the Company may at case of a determination to delay registration, shall be permitted to delay registering any time withdraw or cease proceeding with Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve Fortune of its obligation to effect any registration upon request under Section 1(a), nor shall any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall hereunder be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 1(a).

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) securities under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Companyother than (i) or proposes to make such an offering of Common Stock pursuant to a previously filed Demand Registration, in which case the ability of a holder of Registrable Securities to participate in such Demand Registration is addressed by Section 2(a), (ii) pursuant to a Takedown Demand, in which case the ability of a holder of Registrable Securities to participate in such takedown offering is addressed by Section 2(e), (iii) with respect to the holders of Executive Registrable Securities and the holders of Other Investor Registrable Securities, in connection with the IPO, (iv) with respect to the holders of Sponsor Registrable Securities, with the written consent of the Major Sponsors, in connection with the IPO, if no Registrable Securities of the Major Sponsors are included in the IPO, (v) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission (or any successor or similar forms), (vi) in connection with a registration the primary purpose of which is to register debt securities, or (vii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement pursuant to Rule 415 under covering the Securities Act sale of Registrable Securities) and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date all holders of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all Registrable Securities of its Registrable Shares in intention to effect such registration statementPiggyback Registration and, subject to the limitations contained in subsection (bterms of Section 3(c) of this and Section 3.2 (a "Piggyback Registration"3(d). If Purchaser desires to have its Registrable Shares included , shall include in such registration statement, WIC on behalf of Purchaser shall so advise Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within 20 days after the date delivery of such notice from the Company. WIC shall have the right to ’s notice; provided that any such other holder may withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providednone, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this CLAUSE (which percentage may be adjusted in accordance with Section 2.1(e)(vA)) of the Fully-Diluted Shares, each time the Company whenever Holdings proposes to register any shares of its Common Stock (other than pursuant or securities exercisable or exchangeable for or convertible into, or options to an Excluded Registrationacquire, Common Stock) under with the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Commission under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (a "PIGGYBACK REGISTRATION"), the Company shall Holdings will give prompt written notice to WIC (which notice shall be given not less than 30 the Purchasers, at least 10 days prior to the effective date anticipated filing date, of the Company's registration statement)its intention to effect such a registration, which notice shall offer each Purchaser will specify the opportunity to include any or all of its Registrable Shares in such registration statementproposed offering price, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the kind and number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally securities proposed to be registered. It is specifically agreed , the distribution arrangements and such other information that at the Piggyback Registration rights set forth in this Section 3.2 shall not time would be assignable appropriate to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified include in such notice, and will, subject to CLAUSE (B) below, include in such Piggyback Registration all Registrable Securities with respect to which Holdings has received written requests for inclusion therein within 5 days after the effectiveness of Holding's notice; PROVIDED, that if the proceeds of the offering are to be used by Holdings or Intermediate Holdings to redeem all of the Asset Bridge Notes, Holdings will not be required to include any Registrable Securities in such Piggyback Registration. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by Holdings and offered to the public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of Common Stock to be sold by Holdings and by any other Person selling under such Piggyback Registration.

Right to Piggyback. Until such time as Whenever prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) eighth anniversary of the Fully-Diluted Shares, each time date on which the Effective Time occurs the Company proposes to register Company Common Stock (for its own account or for the account of any other holder of its Common Stock securities) under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration which shall be governed by Section 2, and registrations on Form S-4 or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) under and the registration form to be used may be used for the registration of Registrable Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares(a “Piggyback Registration”), the Company shall give prompt written notice to WIC all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder) within 21 days after such holders receive the Company’s notice; provided, that (i) if, at any time after giving written notice shall be given not less than 30 days of its intention to register any securities and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include 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 statement and (ii) if such registration involves an underwritten offering by the Company, all such Registrable Shares so requested holders requesting to be included therein; provided, however, that in the Company’s registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company may at any time withdraw or cease proceeding with any such registration if it shall at on the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group terms and all notices delivered conditions as apply to the Company by WIC Company, with such differences, including any with respect to indemnification and contribution, as may be customary or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified appropriate in such noticecombined primary and secondary offerings.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted limitations set forth in accordance with Section 2.1(e)(v)1.1(e) of the Fully-Diluted Shareshereof, each time whenever the Company proposes to register any of its Common Stock file a registration statement (other than pursuant to an Excluded a "Proposed Registration") under the Securities Act for sale of 1933, as amended (the "Securities Act"), with respect to any equity security (as defined in the public Securities Act) (whether other than a registration statement on Form S-4, Form S-8 or any successor form for the account registration of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to securitixx xx xx xxxxred in a previously filed registration statement pursuant transaction subject to Rule 415 145 under the Securities Act or to employees of, and/or consultants and advisors to, the Company and/or its subsidiaries pursuant to any "employee benefit plan," as such term is defined in Rule 405 promulgated under the Securities Act) and the registration form of registration statement to be used permits may be used for the registration (the "Piggyback Registration") of Piggyback Registrable SharesSecurities, the Company shall will give prompt written notice (the "Piggyback Notice") to WIC the Investor as soon as practicable (which notice shall be given not but in no event less than 30 days prior to 45 days) before the effective date initial filing with the SEC of the Company's such registration statement), which notice shall (i) specify the kind and number of securities proposed to be registered and the proposed offering price or prices and distribution arrangements; (ii) include such other information that at the time and under the circumstances would be appropriate to include in such notice; and (iii) subject to the provisions of Section 1.1(e), offer each Purchaser the Investor the opportunity to include any or all of its Registrable Shares in such registration statementfiling all Piggyback Registrable Securities which the Investor may request in accordance with subsection 1.1(b) below. "Piggyback Registrable Securities" shall mean any shares of common stock of the Company, subject par value $.01 (the "Common Stock"), receivable by Investor as a result of the conversion and anti-dilution rights pertaining to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.Series B.

Right to Piggyback. Until such If the Company at any time as proposes to file a registration statement under the Purchaser Group ceases Securities Act with respect to Beneficially Own at least 5% an offering (which percentage may be adjusted in accordance with Section 2.1(e)(v)a “Piggyback Registration”) of the Fully-Diluted Shares, each time the Company proposes to register any of its New Common Stock (other than pursuant a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to an Excluded Registration) a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesAct, then the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior the “Piggyback Notice”) of such proposed filing to the effective Holders at least 15 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all filing of its Registrable Shares in such registration statement, subject any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the limitations contained in subsection (b) facing page of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC use its reasonable best efforts in order to provide the Holders with the opportunity to request to register such amount of Registrable Securities as each Holder may specify on behalf the same terms and conditions as the registration of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). WIC The rights of the Holders under this Section 5.1 shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice be subject to the Company provision of such withdrawalSection 4.1(g) and Section 4.4(b), if applicable. Subject to subsection (b) of this Section 3.2, the The Company shall use its reasonable best efforts to include in such registration statement Piggyback Registration all such Registrable Shares so requested to be included therein; provided, however, that Securities for which 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 has received written requests for inclusion within 10 Business Days after delivery of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Notice, subject to Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices 5.2 and Section 7.2. The Company’s obligations under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered 5.1 are subject to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members provisions of the Purchaser Group, except to the extent explicitly specified in such noticeArticle VI.

Right to Piggyback. Until such time as In the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) event that the Company does not then have an effective Registration Statement available for the sale of the Fully-Diluted SharesRegistrable Securities on Form S-3, each time the Registrable Securities may not be freely sold pursuant to Rule 144 promulgated under the Securities Act without limitation on volume or manner of sale limitations (subject to requirements under Rule 144 that the Company has filed all required applicable reports under the Exchange Act), and the Company proposes to register any of its Common Stock (other than pursuant (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the Commission or any successor forms, (ii) a registration relating solely to an Excluded Registrationemployment benefit plans, or (iii) under in connection with a registration the Securities Act for sale primary purpose of which is to the public (whether for the account of the Company or the account of any securityholder of the Companyregister debt securities) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date all holders of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all Registrable Securities of its Registrable Shares in intention to effect such registration statementa Piggyback Registration and, subject to the limitations contained in subsection (bterms of Sections 4(c) of this and Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included 4(d) hereof, shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration statement, WIC on behalf of Purchaser shall so advise requirements and in any related underwriting) all Registrable Securities with respect to which the Company in writing has received written requests for inclusion therein within ten (stating the number of shares desired to be registered10) within 20 days Business Days after the date delivery of such notice from the Company. WIC shall ’s notice; provided that, notwithstanding anything in this Agreement to the contrary, no person (including any Holders) will have the right to piggyback registration rights on any overnight block trade effected by Warburg Pincus; provided further that any such other holder may withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providednone, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeapplicable Registration Statement becoming effective.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any shares of Common Stock with the Securities and Exchange Commission (the "Commission") under the Act, for its own account or for the account of any of its security holders covering the sale of Common Stock (other than pursuant to an Excluded Registration(a) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any on Form S-4 or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection S-8 or (b) a registration statement filed in connection with an offer of securities solely to existing security holders or (c) a Demand Registration pursuant to Section 2.2 hereof), and the Registration Statement may be used for the Registrable Securities held by the Stockholders party to this Section 3.2 Agreement (such registration a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating will give written notice to all such Stockholders, at least 20 Business Days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the kind and number of shares desired securities proposed to be registered) within 20 days after , the date of distribution arrangements and such notice from other information that at the Company. WIC shall have the right time would be appropriate to withdraw its request for inclusion of Registrable Shares include in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject notice, and will, subject to subsection (b) of this Section 3.2below, the Company shall include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 Business Days after the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such Registrable Shares so requested request for registration has been received will be registered by the Company and offered to the public in a registration pursuant to this Section 2.1 on the same terms and conditions as those applicable to the registration of shares of Common Stock to be sold by the Company and by any other Stockholder selling under such Piggyback Registration. A Piggyback Registration shall not apply to any Equity Offering that is the initial Equity Offering of the Company unless the securities of other selling security holders are to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any . Each such registration if it Piggyback Registration shall at the same time withdraw or cease proceeding comply with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights procedures set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice2.3 hereof.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company If Computer Sciences GS proposes to register any of its Computer Sciences GS Common Stock (whether or not in combination with any other than pursuant to an Excluded equity or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities Act for sale (other than in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the public (whether for the account sale of the Company debt or the account of any securityholder of the Companyconvertible debt instruments) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Stockholder Registrable SharesSecurities (a “Piggyback Registration”), the Company Computer Sciences GS shall give prompt written notice to WIC (which the Stockholders of its intention to effect such a registration. Each such notice shall specify the approximate number of shares of Computer Sciences GS Common Stock to be given not less than 30 days prior registered. Subject to Sections 4.2 and 4.3, if Stockholder Registrable Securities in the effective date aggregate equal 2% or more of the Company's registration statement)outstanding shares of Computer Sciences GS Common Stock, which notice shall offer each Purchaser the opportunity to Computer Sciences GS will include any or all of its Registrable Shares in such registration statement, subject (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Stockholder Registrable Securities with respect to the limitations contained in subsection (b) of this Section 3.2 (which Computer Sciences GS has received a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) written request from any Stockholder for inclusion therein within 20 10 days after the date delivery of such notice; provided that (i) each seller must sell its Stockholder Registrable Securities to the underwriter or underwriters selected by Computer Sciences GS in connection with such offering on the same terms and conditions as apply to Computer Sciences GS and (ii) if, at any time after giving notice from to the Companyrelevant Stockholder of its intention to effect such registration, Computer Sciences GS shall determine for any reason not to register any of its Computer Sciences GS Common Stock under the Securities Act, Computer Sciences GS shall give notice to the relevant Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Registrable Securities in connection with such registration and, except for the obligation to pay Registration Expenses pursuant to Section 5.2 Computer Sciences GS shall have no liability to the holders of Stockholder Registrable Securities in connection with such termination or withdrawal. WIC Computer Sciences GS shall have the right to withdraw its request for inclusion of Registrable Shares select the underwriter or underwriters to administer any underwritten offering in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in connection with such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticerelated offering.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this CLAUSE (which percentage may be adjusted in accordance with Section 2.1(e)(vA)) of the Fully-Diluted Shares, each time the Company whenever Holdings proposes to register any shares of its Common Stock (other than pursuant or securities exercisable or exchangeable for or convertible into, or options to an Excluded Registrationacquire, Common Stock) under with the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Commission under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (a "PIGGYBACK REGISTRATION"), the Company shall Holdings will give prompt written notice to WIC (which notice shall be given not less than 30 the Purchasers, at least 10 days prior to the effective date anticipated filing date, of the Company's registration statement)its intention to effect such a registration, which notice shall offer each Purchaser will specify the opportunity to include any or all of its Registrable Shares in such registration statementproposed offering price, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the kind and number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally securities proposed to be registered. It is specifically agreed , the distribution arrangements and such other information that at the Piggyback Registration rights set forth in this Section 3.2 shall not time would be assignable appropriate to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified include in such notice, and will, subject to CLAUSE (B) below, include in such Piggyback Registration all Registrable Securities with respect to which Holdings has received written requests for inclusion therein within 5 days after the effectiveness of Holding's notice; PROVIDED, that if the proceeds of the offering are to be used by Holdings or the Company to redeem all of the Notes, Holdings will not be required to include any Registrable Securities in such Piggyback Registration. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by Holdings and offered to the public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of Common Stock to be sold by Holdings and by any other Person selling under such Piggyback Registration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own If at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each any time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act file a Registration Statement, whether or not for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to 's own account, on a previously filed registration statement pursuant to Rule 415 under the Securities Act form and the form of registration statement to be used permits the in a manner that would also permit registration of Registrable SharesSecurities, the Company shall give prompt to Xoom, written notice of such proposed filing at least fifteen (15) days before the anticipated filing. The notice referred to WIC (which notice shall be given not less than 30 days prior to in the effective date of the Company's registration statement), which notice preceding sentence shall offer each Purchaser Xoom the opportunity to include any or all register such amount of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 Securities as Xoom may request (a "Piggyback Registration"). If Purchaser desires the registration of which the Company gives notice is for an Underwritten Offering, the right of Xoom to have its Registrable Shares included registration pursuant to this Section 2 shall be conditioned upon Xoom's participation in such registration statementunderwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If Xoom elects to participate in such Underwritten Offering, WIC on behalf of Purchaser Xoom shall so advise (together with the Company and other selling shareholders) enter into an underwriting agreement in writing (stating customary form with the number managing underwriter selected for such underwriting by the Company. Subject to Section 2(b), the Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein. Xoom will be permitted to withdraw all or part of shares desired the Registrable Securities from a Piggyback Registration at any time prior to be registered) within 20 days after the effective date of such notice from the CompanyPiggyback Registration. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2Unless otherwise provided herein, the Company shall include in such will not be obligated to effect any registration statement all such of Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with Securities under this Section 2 as a result of the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of Common Stock originally proposed to be registeredStock, rights offerings or option or other employee benefit plans. It is specifically agreed that the Piggyback 4 Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.Rights Agreement 3

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a "Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such time as (a) Subject to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesterms and conditions hereof, each time whenever the Company proposes (i) to register any of register, either for its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the own account of the Company or the account of a security holder or holders, any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Units under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used permits may be used for the registration of Registrable SharesShares or (ii) to sell Common Units pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date Manager of the Company's ’s intention to effect such a registration statement)and shall include in the Company Registration Statement or Prospectus Supplement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such shares to which notice the Manager has provided the Company with a written request for inclusion therein within three (3) business days after the Company’s notice. (b) Notwithstanding the foregoing, the Company shall offer each Purchaser not be required to notify the opportunity to Manager or include any or all of its Registrable Shares in such any registration statementon (i) Form X-0, subject X-0 or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the limitations contained in subsection Company’s direct stock purchase and dividend reinvestment program, (bii) Form S-4 or successor forms relating solely to a transaction within the scope of this Section 3.2 Rule 145, or (iii) any other form (other than Form X-0, X-0 or SB-1, or their successor forms), or a "Piggyback Registration"). If Purchaser desires Prospectus Supplement thereto, that does not include substantially the same information as would be required to have its Registrable Shares be included in such registration statement, WIC on behalf of Purchaser shall so advise the a Company in writing Registration Statement or Prospectus Supplement pursuant to Section 2 above. (stating the number of shares desired to be registeredc) within 20 days after the date of such notice from the Company. WIC The Company shall have the right to abandon, terminate and/or withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to Company Registration Statement initiated by it under this subsection (a) by giving written notice Section 3 prior to the Company effectiveness of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may Registration Statement and/or any Prospectus Supplement 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC consummation of an offering pursuant thereto, whether or not the Purchaser Representative shall be deemed Manager has elected to have been given by the members of the Purchaser Group, except to the extent explicitly specified include securities in such noticeCompany Registration Statement or Prospectus Supplement.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a "Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(a)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 15.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registereddelay in registering such other securities. It is specifically agreed that the No Stockholder may obtain a Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company on a Demand Registration initiated by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeJWC.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act for sale to the public (whether its own account or for the account of the Company or the account any holder of any securityholder of the CompanyClass A Shares (other than (i) or proposes to make such an offering of Common Stock pursuant to a previously filed Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Rule 415 under Section 2 hereof or (v) in connection with the Securities Act and issuance by the form Company of registration statement Class A Shares in the Ladder IPO (including, without limitation, pursuant to be used permits the registration terms of Registrable Sharesany over‑allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion applicable holders of Registrable Shares in any of its intention to effect such a registration statement pursuant to this subsection (a) by giving written notice to the Company and of such withdrawal. Subject to subsection (b) of holders’ rights under this Section 3.24(a). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so requested to be included therein; providedregistered pursuant to this Section 4(a), howeversubject to Sections 4(b) and 4(c) below, that with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providednone, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered prior to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company (i) proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of any equity securities (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of or (ii) proposes to file an initial prospectus supplement to a registration statement with respect to be used permits the an offering of its common stock on a form that would permit registration of Registrable SharesSecurities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing to WIC (which notice shall be given the Stockholder not less than 30 21 days prior before the anticipated filing date, describing in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the effective proposed date of filing of such registration statement or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company's Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementstatement or prospectus supplement), which notice shall offer each Purchaser and offering the Stockholder the opportunity to include any or all register and offer such number of its Registrable Shares in Securities of the same class as those being offered by the Company as the Stockholder may request. Upon the written request of the Stockholder, received by the Company no later than 10 days after receipt by the Stockholder of the notice sent by the Company, to register and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such registration statementstatement or prospectus supplement, subject to any of the limitations contained in subsection Stockholder’s Registrable Securities of the same class as those being offered (b) which request shall state the intended method of this Section 3.2 (a "Piggyback Registration"disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all will use its reasonable efforts to cause such Registrable Shares Securities as to which registration shall have been so requested to be included thereinin the registration statement or prospectus supplement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement (a “Piggyback Registration”); provided, however, that that, notwithstanding the foregoing, the Company may at any time withdraw time, in its sole discretion, without the consent of the Stockholder, delay or abandon the proposed offering in which the Stockholder had requested to participate pursuant to this Section 4(a) or cease proceeding with the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify the Stockholder and the Company shall incur no liability for its failure to complete any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeoffering.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes shall determine to register any of its Common Stock (other than pursuant prepare and file with the Commission a registration statement relating to an Excluded Registration) offering for its own account or the account of others under the Securities Act for sale of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the public (whether for the account equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company or shall send to each Holder of Registrable Securities written notice of such determination within two (2) Business Days thereof and, if within twenty (20) days after receipt of such notice, any such Holder shall so request in writing to participate in such offering (which request shall specify the account Registrable Securities intended to be disposed of any securityholder of by the Company) or proposes Holders), the Company will use its best efforts to make such an offering of Common Stock pursuant to a previously filed effect the registration statement pursuant to Rule 415 under the Securities Act and of all Registrable Securities which the form Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of registration statement the Registrable Securities so to be used permits the registration of Registrable Sharesregistered; provided, the Company shall give prompt that if at any time after giving written notice of its intention to WIC (which notice shall be given not less than 30 days register any securities and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such 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 statement all such (but not from its obligation to pay expenses in accordance with Section 6 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares so requested Securities being registered pursuant to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at this Section 3 for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such time as Subject to the Purchaser Group ceases to Beneficially Own at least 5% last sentence of this subsection (which percentage may be adjusted in accordance with Section 2.1(e)(v1)) of the Fully-Diluted Shares, each time whenever the Company proposes to register any of its Common Stock under the Act and the registration form to be used may be used for the registration of the Registrable Securities (other than pursuant a registration statement on Forms S-4 or S-8 or any similar successor forms) (a " Piggyback Registration"), the Company will give written notice to an Excluded Registration) under the Securities Act for sale all holders of Registrable Securities, at least 30 days prior to the public anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (whether for the account of a)(2) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company or has received written requests for inclusion therein within 20 business days after the account of any securityholder delivery of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares's notice; provided, the Company shall give prompt however, that if, at any time after giving written notice of its intention to WIC (which notice shall be given not less than 30 days register any securities and prior to the effective date of the Company's Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration statement)of such securities, which the Company may, at its election, give written notice of such determination to each holder and, thereupon, (A) in the case of a determination not to register, the Company shall offer each Purchaser the opportunity to include any or all be relieved of its obligation to register any Registrable Shares Securities under this Section 3(a)(1) in connection with such registration statement(but not from its obligation to pay the registration expenses incurred in connection therewith) and (B) in the case of a determination to delay registering, subject the Company shall be permitted to delay registering any Registrable Securities under this Section 3(a)(1) during the period that the registration of such other securities is delayed. The Company further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise form used by the Company in writing (stating for such Registration Statement. Each holder shall be permitted to withdraw all or any part of such holder's Registrable Securities from a registration at any time prior to the number of shares desired to be registered) within 20 days after the effective date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) Registration Statement by giving written notice to notifying the Company of such withdrawalwithdrawal not later than two business days prior to such effective date. Subject Any holder of Registrable Securities who withdraws any such securities from a registration shall pay to subsection (b) the Company any incremental expenses of such registration specifically attributable to the withdrawal of such holder. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public in a Piggyback Registration pursuant to this Section 3.2, 3 on the Company shall include in such registration statement all such Registrable Shares so requested terms and conditions at least as favorable as those applicable to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of shares of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to sold by the Company and by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in any other Person selling under such noticePiggyback Registration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock under the Securities Act for its own account or for the account of any holder of the Common Stock (other than pursuant to an Excluded a Demand Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock , and other than pursuant to a previously filed registration statement pursuant on Form S-8 or S-4 or any successor form or form for similar registration purposes or in connection with a registration the primary purpose of which is to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Sharesregister debt securities, i.e., in connection with a so-called “equity kicker”) (a “Piggyback Registration”), the Company shall will give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all Holders of its Registrable Shares in intention to effect such a registration statement, subject to the limitations contained in subsection (b) and of such Holders’ rights under this Section 3.2 (a "Piggyback Registration"3(a). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf Upon the written request of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2Holder, the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so Securities requested to be included thereinregistered pursuant to this Section 3(a), subject to Section 3(b) or 3(c), below, as applicable, with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice; provided, however, that the Company any such other Holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it statement becoming effective. Notwithstanding the foregoing, no Registrable Securities shall at be included in the same time withdraw or cease proceeding with Initial Public Offering without the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee prior written consent of the Registrable Shares other than members holders of a majority of the Purchaser Group who own more than 10% BRS Registrable Securities. In the event the holders of a majority of the BRS Registrable Shares; providedSecurities consent to the inclusion of Registrable Securities in the Initial Public Offering, however, that no member of then the Purchaser Group (other than WIC or the Purchaser Representative) Holders shall be entitled to receive or make notices under include securities in such registration as provided in this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice3.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company If Computer Sciences GS proposes to register any of its Computer Sciences GS Common Stock (whether or not in combination with any other than pursuant to an Excluded equity or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities Act for sale (other than in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the public (whether for the account sale of the Company debt or the account of any securityholder of the Companyconvertible debt instruments) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Stockholder Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 Securities (a "Piggyback Registration"), Computer Sciences GS shall give prompt written notice to the Stockholders of its intention to effect such a registration. If Purchaser desires Each such notice shall specify the approximate number of shares of Computer Sciences GS Common Stock to have its be registered. Subject to Sections 4.2 and 4.3, if Stockholder Registrable Shares included Securities in the aggregate equal 2% or more of the outstanding shares of Computer Sciences GS Common Stock, Computer Sciences GS will include in such registration statement, WIC on behalf of Purchaser shall so advise the Company (and in writing (stating the number of shares desired all related registrations or qualifications under blue sky laws and in any related underwriting) all Stockholder Registrable Securities with respect to be registered) which Computer Sciences GS has received a written request from any Stockholder for inclusion therein within 20 10 days after the date delivery of such notice; provided that (i) each seller must sell its Stockholder Registrable Securities to the underwriter or underwriters selected by Computer Sciences GS in connection with such offering on the same terms and conditions as apply to Computer Sciences GS and (ii) if, at any time after giving notice from to the Companyrelevant Stockholder of its intention to effect such registration, Computer Sciences GS shall determine for any reason not to register any of its Computer Sciences GS Common Stock under the Securities Act, Computer Sciences GS shall give notice to the relevant Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Registrable Securities in connection with such registration and, except for the obligation to pay Registration Expenses pursuant to Section 5.2 Computer Sciences GS shall have no liability to the holders of Stockholder Registrable Securities in connection with such termination or withdrawal. WIC Computer Sciences GS shall have the right to withdraw its request for inclusion of Registrable Shares select the underwriter or underwriters to administer any underwritten offering in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in connection with such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticerelated offering.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever after an IPO the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to an Excluded Registration(i) under the Securities Act for sale a Demand Registration or (ii) a registration on Form S-8 or S-4 or any successor form solely of shares that have been issued pursuant to the public (whether for the account of the Company or the account of any securityholder of the Company's employee benefit plans) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice to WIC all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests (which shall specify the number of Registrable Securities intended to be disposed of by such holder) for inclusion therein within twenty (20) days after the receipt of the Company's notice; provided, that (A) if such registration involves an underwritten offering to the public, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice shall be given not less than 30 days of its intention to register any securities pursuant to this paragraph 2(a) and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include determine for any reason not to register such securities, the Company shall give written notice to all holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement all such Registrable Shares so requested (but not from any obligation of the Company to be included therein; providedpay the Registration Expenses in connection therewith), without prejudice, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members rights of the Purchaser Group, except to the extent explicitly specified in such noticeholders under Section 1.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Class A Voting Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a " Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to (a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares“Piggyback Registration”), the Company shall give prompt written notice to WIC each Holder of Registrable Securities (which notice shall be given not less than 30 ten (10) days prior to the effective anticipated filing date of the Company's ’s registration statement), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its such Holder’s Registrable Shares Securities in such registration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")2.2.2 hereof. If Purchaser Each Holder who desires to have its such Holder’s Registrable Shares Securities included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 ten (10) days after the date of such notice from the Company. WIC Any Holder shall have the right to withdraw its such Holder’s request for inclusion of such Holder’s Registrable Shares Securities in any registration statement pursuant to this subsection (a) Section 2.2.1 by giving written notice to the Company of such withdrawalwithdrawal on or before the fifth (5th) day prior to the planned effective date of such Piggyback Registration. Subject to subsection (b) of this Section 3.22.2.2 below, the Company shall include in such registration statement all such Registrable Shares Securities so requested to be included therein; provided, however, that the Company may at any time time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that registered and will have no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered liability to the Company by WIC Holder in connection with such termination or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Groupwithdrawal, except for the obligation to the extent explicitly specified in such noticepay any registration expenses pursuant to Section 2.7.2.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company If Ultra proposes to register any of its Ultra Common Stock (whether or not in combination with any other than pursuant to an Excluded equity or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities Act for sale (other than in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the public (whether for the account sale of the Company debt or the account of any securityholder of the Companyconvertible debt instruments) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company Ultra shall give prompt written notice to WIC (which Sponsor of its intention to effect such a registration. Each such notice shall specify the approximate number of shares (or dollar amount) of Ultra Common Stock to be given not less than 30 days prior registered. Subject to Section 4.2, if Registrable Securities in the effective date aggregate equal two percent or more of the Company's registration statement)outstanding shares of Ultra Common Stock, which notice shall offer each Purchaser the opportunity to Ultra will include any or all of its Registrable Shares in such registration statement, subject (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to the limitations contained in subsection (b) of this Section 3.2 (which Ultra has received a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) written request from Sponsor for inclusion therein within 20 10 days after the date delivery of such notice; provided that (i) Sponsor, if it participates in such offering, must sell its Registrable Securities to the underwriter or underwriters selected by Ultra in connection with such offering on the same applicable terms and conditions as apply to Ultra and (ii) if, at any time after giving notice from to Sponsor of its intention to effect such registration, Ultra shall determine for any reason not to register any of its Ultra Common Stock under the CompanySecurities Act, Ultra shall give notice to Sponsor and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and, except for the obligation to pay expenses pursuant to Section 5.2 Ultra shall have no liability to Sponsor in connection with such termination or withdrawal. WIC Ultra shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering. Sponsor shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) such offering by giving written notice to Ultra up to and including the Company time of pricing of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeoffering.

Right to Piggyback. Until such time as From and after the Purchaser Group ceases to Beneficially Own at least 5% (date which percentage may be adjusted in accordance with Section 2.1(e)(v)) is twelve months from the date of the Fully-Diluted Sharesthis Agreement, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act for sale to the public (whether for the account other than a registration effected in connection with a stock option or other employee benefit arrangements of the Company or its affiliates (such as a Registration Statement on Form S-8), a registration effected in connection with the account conversion of debt securities, a registration on any securityholder of form that does not include substantially the Company) or proposes same information as would be required to make such an offering of Common Stock pursuant to be included in a previously filed registration statement pursuant to Rule 415 under covering the sale of Registrable Securities Act (such as a Registration Statement on Form S-4), or a registration effected in connection with an acquisition), and the form of registration statement to be used permits may be used for the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 Securities (a "Piggyback Registration"). If Purchaser desires , the Company will give notice (the "Notice") to have all Investors of its Registrable Shares included intention to effect such a registration and will include in such registration statement, WIC on behalf of Purchaser shall so advise all Registrable Securities with respect to which the Company has received written requests for inclusion therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing (stating and delivered to the Company within five business days after the Investor's receipt of the Notice and shall specify the number of shares desired Registrable Securities intended to be registered) within 20 days after disposed of and the date intended method of distribution thereof; provided, however, that the Company will use commercially reasonable efforts to extend the time in which the Investor must provide such notice from written request for inclusion to the extent that such extension does not impede the Company's ability to have the registration statement declared effective or otherwise move forward in the registration offering or sale process. WIC Any holder shall have the right to withdraw its request for inclusion of its Registrable Shares Securities in any registration statement Registration Statement pursuant to this subsection (a) Section 2.1 by giving written notice to the Company of such withdrawalits request to withdraw. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the The Company may withdraw a Piggyback Registration at any time withdraw prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the holder is not then entitled to offer to sell whether by contractual restriction or cease proceeding by law. If a holder decides not to include all of its Registrable Securities in any registration statement filed by the Company, such holder shall 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 any such registration if it shall at respect to offerings of its securities, all upon the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights terms and conditions set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeherein.

Right to Piggyback. Until If, after the expiration of one hundred eighty (180) days after the occurrence of a closing of an initial public sale for the account of APOLLON of shares of its Common Stock or securities convertible into or exchangeable for shares of its Common Stock, where the gross proceeds to APOLLON from such time as the Purchaser Group ceases to Beneficially Own sale (before deduction of any underwriting commissions, discounts or concessions or expenses of sale) is at least 5% $12,500,000 (which percentage may be adjusted in accordance with Section 2.1(e)(va "Public Offering")) of the Fully-Diluted Shares, each time the Company APOLLON proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 securities under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 SHARES (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving APOLLON will give prompt written notice to the Company PENN of its intention to effect such withdrawal. Subject a registration and will use its best efforts to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested SHARES with respect to which APOLLON has received, within five (5) days after the receipt of APOLLON's notice, a written request from PENN for inclusion therein, which request shall specify the SHARES intended to be included therein; providedsold or disposed of by PENN and shall state the intended method of disposition of such SHARES (the "Registrable Securities"), however, that all to the Company may at any time withdraw or cease proceeding with any such registration if it shall at extent requisite to permit the same time withdraw or cease proceeding sale of the Registrable Securities by PENN (in accordance with the registration of Common Stock originally intended method thereof as set forth in such request). If the securities proposed to be registeredregistered by APOLLON include securities to be distributed by or through a firm of underwriters, then the Registrable Securities shall also be included in such underwriting. It is specifically agreed that the Piggyback Registration rights set forth Notwithstanding anything contained in this Section 3.2 6 to the contrary, APOLLON shall not have no obligation to cause Registrable Securities to be assignable to any transferee registered if the SHARES are eligible for resale under Rule 144(k) of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSecurities Act.

Right to Piggyback. Until such Each time as prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) fifth anniversary of the Fully-Diluted Shares, each time this Agreement that the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC each Holder of Registrable Shares (which notice shall be given not less than 30 fifteen (15) days prior to the effective date of the initial filing with the SEC of the Company's ’s registration statement), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statementstatement (an “Incidental Registration”), subject to the limitations contained in subsection (bSection 2.3(b) of this Section 3.2 (a "Piggyback Registration")hereof. If Purchaser Each Holder who desires to have its or his Registrable Shares included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 twenty (20) days after the date of such notice from the Company. WIC Any Holder shall have the right to withdraw its such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this subsection (aSection 2.3(a) by giving written notice to the Company of such withdrawalwithdrawal on or before five (5) Business Days prior to the effective date of such registration statement. Subject to subsection (bSection 2.3(b) of this Section 3.2below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It If the registration statement in such an Incidental Registration is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the cover an underwritten offering, such Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or included in the Purchaser Representative shall be deemed to have been given to all members of underwriting on the Purchaser Group same terms and all notices delivered to conditions as the Company by WIC or securities otherwise being sold through the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeunderwritten offering.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Class A Shares under the Securities Act for sale to the public (whether its own account or for the account of any holder of Class A Shares (which, as a point of clarity, includes the Company or the account registration of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 Class A Shares under the Securities Act and for an underwritten public synthetic offering by the form Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to be used permits register debt securities (i.e., in connection with a so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the registration issuance by the Company of Registrable SharesClass A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion applicable holders of Registrable Shares in any of its intention to effect such a registration statement pursuant to this subsection (a) by giving written notice to the Company and of such withdrawal. Subject to subsection (b) of holders’ rights under this Section 3.24(a) (the “Piggyback Notice”). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Shares so requested to be included therein; providedregistered pursuant to this Section 4(a), howeversubject to Sections 4(b) and 4(c) below, that with respect to which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests for inclusion therein no later than 9:00 a.m., New York City time, on the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that business day immediately following the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable SharesNotice Delivery Time; provided, however, it being understood that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only4(a), all notices delivered to WIC or the Purchaser Representative “Piggyback Notice Delivery Time” shall be deemed to have been given to all members be the date of delivery of the Purchaser Group and all notices Piggyback Notice if it is delivered to the Company by WIC holders at or the Purchaser Representative prior to 12:00 p.m. New York City time and shall be deemed to have been given by be the members business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the Purchaser Groupunderwriting agreement or, except if none, prior to the extent explicitly specified in such noticeapplicable registration statement becoming effective.

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2(b).

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any shares of its Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a Public Offering solely for cash (whether for its own account (a “Company Registration”) or for the account of any other Person (other than the Shareholders) possessing contractual demand registration rights (a “Shareholder Registration”)), other than pursuant to an Excluded a Demand Registration or a Special Registration) under , and the Securities Act for sale registration form to the public (whether be filed may be used for the account of the Company registration or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration qualification for distribution of Registrable SharesSecurities, the Company shall will give prompt written notice to WIC the Shareholders of its intention to effect such a registration and, subject to Section 4.2(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (which notice shall be given not less than 30 days prior to 5) Business Days after the effective date of the Company's registration statement)’s notice (a “Piggyback Registration”) (it being understood and agreed that, which notice shall offer each Purchaser for the opportunity avoidance of doubt, a Shareholder’s election to include any or all of its Registrable Shares Securities in such registration statement, subject and/or sell its Registrable Securities in such related offering may be conditioned on the pricing achieved in the contemplated registration or offering). Subject to the limitations contained in subsection (b) of this Section 3.2 (foregoing, a "Piggyback Registration"). If Purchaser desires to have Shareholder may withdraw its Registrable Shares included in Securities from such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the planned pricing date of such withdrawalPiggyback Registration. Subject to subsection (b) of The Company may terminate or withdraw any registration under this Section 3.24.2 prior to the pricing of such registration, whether or not the Shareholders have elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 4.4, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that will have no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered liability to the Company by WIC Shareholders in connection with such termination or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticewithdrawal.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any shares of its Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a Public Offering solely for cash (whether for its own account (a "Company Registration") or for the account of any other Person (other than the Investors Group) possessing contractual demand registration rights (a "Shareholder Registration")), other than pursuant to an Excluded a Demand Registration or a Special Registration) under , and the Securities Act for sale registration form to the public (whether be filed may be used for the account of the Company registration or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration qualification for distribution of Registrable SharesSecurities, the Company shall will give prompt written notice to WIC the Investors Group of its intention to effect such a registration and, subject to Section 4.2(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (which notice shall be given not less than 30 days prior to 15) Business Days after the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires ) (it being understood and agreed that, for the avoidance of doubt, the Investors Group's election to have include its Registrable Shares included Securities in such registration statementand/or sell its Registrable Securities in such related offering may be conditioned on the pricing achieved in the contemplated registration or offering). Subject to the foregoing, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to Investors Group may withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the planned effective date of such withdrawalPiggyback Registration. Subject to subsection (b) of The Company may terminate or withdraw any registration under this Section 3.24.2 prior to the effectiveness of such registration, whether or not the Investors Group has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 4.5, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that will have no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered liability to the Company by WIC Investors Group in connection with such termination or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticewithdrawal.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S- 8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a Piggyback Registration), the Company shall will give prompt written notice (a Piggyback Notice) to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such (i) Subject to the terms and conditions of this Agreement, at any time as beginning thirty (30) days prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) expiration of the Fullyapplicable transfer restrictions under their respective Lock-Diluted SharesUp Agreements, each time if the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act (other than (a) pursuant to a registration on Form S-8 or Form S-4, or any successor forms, relating to equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, (b) in connection with a direct or indirect business combination involving the Company and another Person, (c) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) for an offering of debt that is convertible into equity securities of the Company and (e) for a dividend reinvestment plan or similar plan, whether for sale to the public solely for its own account) (whether a “Primary Registration”) or for the account of any other Person, the Company or shall at such time give prompt notice (the account “Piggyback Notice”) to each Investor at least ten (10) business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall set forth such Investor’s rights under this Section 2(a) and shall offer such Investor the opportunity to include in such registration statement the number of Registrable Securities proposed to be registered as each such holder may request (a “Piggyback Registration”), subject to the provisions of Section 2(c), Section 2(d) and Section 2(f) of this Agreement. (ii) Upon the request of any securityholder Investor made within ten (10) business days of the CompanyPiggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by such Investor) and the minimum price, if any, below which such Investor will not sell such Registrable Securities (which minimum price, if any, may be subsequently waived or proposes changed in the discretion of the Investor), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to make include, all Registrable Securities that the Company has been so requested to include by all such an offering of Common Stock pursuant Investors, and shall use its commercially reasonable efforts to a previously filed effect the registration statement pursuant to Rule 415 under the Securities Act and of all Registrable Securities that the form Company has been so requested to register by all such Investors, to the extent required to permit the disposition of registration statement the Registrable Securities so to be used permits registered; provided that, (i) if such registration involves an underwritten offering, all such Investors requesting to be included in the Company’s registration of must sell their Registrable Shares, Securities to be registered to the underwriters selected by the Company shall give prompt written (or if applicable the demanding holder pursuant to Section 1(g)) on the same terms and conditions as apply to the Company (or such holder) and (ii) if at any time after giving notice of its intention to WIC (which notice shall be given not less than 30 days register any equity securities in a Primary Registration pursuant to Section 2(a) and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register such registration statement all such Registrable Shares so requested to be included therein; providedsecurities, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed give notice to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; providedall holders and, howeverthereupon, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled relieved of its obligation to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified register any Registrable Securities in connection with such noticeregistration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Class A Voting Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a "Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered and/or offered, and the distribution arrangements, and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such Subject to Section 4.1(b), if the Company at any time as proposes to file a registration statement under the Purchaser Group ceases Securities Act with respect to Beneficially Own at least 5% an offering (which percentage may be adjusted in accordance with Section 2.1(e)(v)a “Piggyback Registration”) of the Fully-Diluted Shares, each time the Company proposes to register any of its New Common Stock (other than pursuant a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to an Excluded Registration) a transaction under Rule 145 under the Securities Act Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesAct, then the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior the “Piggyback Notice”) of such proposed filing to the effective Holders at least 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all filing of its Registrable Shares in such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. The Company shall, subject to Section 5.2, use its commercially reasonable efforts in order to provide the Holders with the opportunity to request to register such amount of Registrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The Company shall use its commercially reasonable efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests for inclusion within 10 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the limitations contained in subsection (b) provisions of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeArticle VI.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2(b).

Right to Piggyback. Until such time as (a) Other than in connection with a registration on Form S-4 or S-8 promulgated by the Purchaser Group ceases to Beneficially Own SEC and any successor or similar forms, if at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each any time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act Ordinary Shares and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a “Piggyback Registration”), then as soon as practicable but not less than fifteen (15) Business Days prior to the filing of such Registration Statement, the Company shall give prompt written notice of its intention to WIC (which notice shall be given not less than 30 days prior effect such a registration to the effective date of the Company's registration statementHolders (a “Piggyback Notice”), which notice and subject to Sections 3.2 and 3.3, shall offer each Purchaser the opportunity use its reasonable best efforts to include any or all of its Registrable Shares in such registration statement, subject Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwritten offering) such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days. Prior to the limitations contained in subsection (b) commencement of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares Securities in any registration statement pursuant to this subsection (a) by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. Subject The Company shall have the right to subsection (b) of terminate or withdraw any registration or offering initiated by it under this Section 3.23.1 before the effective date of such registration or the completion of such offering, the Company shall whether or not any Holder has elected to include Registrable Securities in such registration statement all or offering. The expenses of such Registrable Shares so requested to withdrawn registration or offering shall be included therein; provided, however, that borne by the Company may at any time withdraw or cease proceeding in accordance with any such registration if it Section 5. All Holders of Registrable Securities proposing to include their Registrable Securities in a Piggyback Registration initiated as an underwritten offering shall at the same time withdraw or cease proceeding enter into an underwriting agreement in customary form with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC managing underwriter or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, underwriters selected for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given such underwriting by the members of the Purchaser Group, except to the extent explicitly specified in such noticeCompany.

Right to Piggyback. Until such time as Prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted Termination Date, in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesevent the Shelf Registration Statement is not effective, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-0, X-0, X-0 or F-4), whether for sale to the public (whether its own account or for the account of the Company one or the account more holders of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act securities, and the form of registration statement to be used permits the may be used for any registration of Registrable SharesSecurities (a “Piggyback Registration”), the Company shall give prompt written notice to WIC the Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within ten (which 10) days after such Holder’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall be given not less than 30 days have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")pricing thereof. If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right Any Holder may elect to withdraw its request for inclusion of Registrable Shares Securities in any registration statement pursuant to this subsection (a) Piggyback Registration by giving written notice to the Company of such withdrawal. Subject request to subsection withdraw at least five (b5) days prior to the effectiveness of this Section 3.2, such Registration Statement or prior to the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee pricing of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices applicable offering. No registration effected under this Section 3.2 and; provided, further, that, for purposes 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 this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given effected pursuant to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection 2(b).

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) securities under the Securities Act for sale of 1933, as amended, (other than a registration relating to the public (whether for the account sale of the Company or the account of any securityholder of the Company) or proposes securities to make such an offering of Common Stock pursuant participants in a dividend reinvestment plan, a registration on Form S-4 relating to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement business combination or similar transaction permitted to be used permits registered on such Form S-4 or a registration on Form S-8 relating to the registration sale of Registrable Sharessecurities to participants in a stock or employee benefit plan) (a "Piggyback Registration"), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior Investors of its intention to the effective date of the Company's registration statement), which effect such a registration. The notice shall offer each Purchaser the opportunity to include in the registration statement any or and all of its the Registrable Shares (as defined in SECTION 2 herein). Each Investor shall have until the 10th day after receipt of such registration statement, subject notice to send to the limitations contained in subsection (b) Company a written request that shall specify the number of this Section 3.2 (a "Piggyback Registration"). If Purchaser Registrable Shares which Investor desires to have its Registrable Shares included in such the registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the The Company shall include in such the filing for registration statement all such under the Securities Act of 1933, as amended (the "Securities Act"), the aggregate number of Registrable Shares so which Investors requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any in such registration if it shall at the same time withdraw or cease proceeding filing concurrently with the registration of Common Stock originally proposed such other securities, all to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable extent required to any transferee of permit the Registrable Shares other than members of the Purchaser Group who own more than 10% public offering and sale of the Registrable Shares. The Company will use its reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as reasonably practicable; providedPROVIDED, howeverHOWEVER, that no member the number of Registrable Shares that may be registered pursuant to this SECTION 1(A) on any such registration statement involving an underwriting shall be subject to those reductions determined to be necessary by the underwriter of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled offering pursuant to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSECTION 1(B).

Right to Piggyback. Until such If, at any time as following the Purchaser Group ceases IPO at which any Holder owns any Registrable Shares (but prior to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(vthe Termination Date)) of the Fully-Diluted Shares, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4 or any other registration relating to Shares issuable upon exercise or vesting 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 for sale to the public (whether its own account or for the account of one or more holders of Shares (other than the Holders), the Company shall, each such time, give prompt notice at least 10 business days prior to the anticipated filing date of the registration 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 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 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 use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares with respect to which the Company has received a written request for inclusion therein from such Holder; provided that (i) any Holder requesting to include its Registrable Shares in the Company’s registration must sell its Registrable Shares on the 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 account other holders of Shares involved in the registration, as applicable, and (ii) if, at any securityholder time after giving notice of the Company) or proposes its intention to make such an offering of Common Stock register any Shares pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act this Section 3(a) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares Registration Statement filed in connection with such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register such registration statement all such securities, the Company shall give notice to each Holder that requested its Registrable Shares so requested to be included therein; providedtherein and, howeverthereupon, that the Company may at shall be relieved of its obligation to register 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices in connection with such registration. No registration effected under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to relieve the Company by WIC or the Purchaser Representative shall be deemed of its obligations to have been given by the members of the Purchaser Group, except effect a Demand Registration to the extent explicitly specified required by Section 2. The Company shall pay all Registration Expenses in such noticeconnection with each Piggyback Registration.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each Each time the Company Partnership proposes to register any of its Common Stock equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Partnership or the account of any securityholder of the CompanyPartnership and including any registration statement pursuant to Rule 415 under the Securities Act (such as a "universal shelf" registration statement)) or proposes to make such an offering of Common Stock equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesInterests, the Company Partnership shall give prompt written notice to WIC each Holder of Registrable Interests (which notice shall be given not less than 30 days prior to the proposed effective date of the CompanyPartnership's registration statementstatement or the commencement of the offering in the case of an offering made under a registration statement pursuant to Rule 415 under the Securities Act), which notice shall offer each Purchaser such Holder the opportunity to include any or all of its or his Registrable Shares Interests in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration")12.2.2 hereof. If Purchaser Each Holder who desires to have its or his Registrable Shares Interests included in such registration statement, WIC on behalf of Purchaser statement shall so advise the Company Partnership in writing (stating the number of shares Registrable Interests desired to be registeredregistered and the intended method of disposition) within 20 days after the date of such notice from the CompanyPartnership. WIC Any Holder shall have the right to withdraw its such Holder's request for inclusion of such Holder's Registrable Shares Interests in any registration statement pursuant to this subsection (a) Section 12.2.1 by giving written notice to the Company Partnership of such withdrawal. Subject to subsection (b) of this Section 3.212.2.2 below, the Company Partnership shall use all commercially reasonable efforts to include in such registration statement all such Registrable Shares Interests so requested to be included therein; provided, however, that the Company Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock all other equity securities originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such notice.

Right to Piggyback. Until such (a) At any time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Sharesafter August 20, each time 2000, whenever the Company proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to an Excluded Registrationa registration on Form S-8) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the registration form of registration statement to be used permits may be used for the registration of the Registrable SharesSecurities (an "Incidental Registration"), the Company shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights) to WIC (all holders of Warrants or Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which notice shall be given not less than 30 the Company has received written requests for inclusion therein within 20 days prior to after the effective date receipt of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection notice. (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such an Incidental Registration is an underwritten primary registration statement, WIC on behalf of Purchaser shall so the Company, and the managing underwriters advise the Company in writing (stating that in their opinion the number of shares desired securities requested to be registered) included in such registration exceeds the number which can be sold in an orderly manner in such offering within 20 days after the date of such notice from a price range acceptable to the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration, subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, subject to pro rata cut back among the holders thereof, and (iii) third, other securities requested to be included in such registration. (c) If an Incidental Registration is an underwritten secondary registration statement all on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration, subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Shares Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein; provided, howeverand (iii), 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 Common Stock originally proposed third, other securities requested to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified included in such noticeregistration.

Right to Piggyback. Until such time as From and after the Purchaser Group ceases to Beneficially Own at least 5% (date which percentage may be adjusted in accordance with Section 2.1(e)(v)) is 12 months from the date of the Fully-Diluted Sharesthis Agreement, each time whenever the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) equity securities under the Securities Act for sale to (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-8), a registration effected in connection with the public conversion of debt securities, or a registration effected solely in connection with an acquisition (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to as a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable SharesRegistration Statement on Form S-4)) (a " Piggyback Registration"), the Company shall will give prompt written notice (the "Notice") to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all Investors of its Registrable Shares intention to effect such a registration and will include in such registration statementall Registrable Securities with respect to which the Company has received written requests for inclusion therein, subject to the limitations contained provisions of Section 3.3 and 3.4 hereof. Such requests for inclusion shall be in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires writing and delivered to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date Investor's receipt of the Notice and shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof. The Company shall use its reasonable commercial efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such notice from Registrable Securities in accordance with the Companyintended method of distribution thereof; provided, however that such efforts shall not require causing the underwriters to include Registrable Securities to the extent that such inclusion is expected to adversely affect the market for, or the ability of the Company or such other initiating security holder to sell, the securities proposed to be included by them. WIC Any holder shall have the right to withdraw its request for inclusion of its Registrable Shares Securities in any registration statement Registration Statement pursuant to this subsection (a) Section 3.1 by giving written notice to the Company of such withdrawalits request to withdraw. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the The Company may withdraw a Piggyback Registration at any time withdraw or cease proceeding with prior to the time it becomes effective. The Company is not required to include in a registration any such registration if it shall at Registrable Securities which the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It holder is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be then entitled to receive offer to sell thereunder whether by contractual restriction or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticelaw.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to an Excluded a Demand Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock , and other than pursuant to a previously filed registration statement pursuant on Form S-8 or S-4 or any similar form or in connection with a registration the primary purpose of which is to Rule 415 under the Securities Act register debt securities) and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice to WIC all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which 20) days after the receipt of the Company's notice; provided that (y) if such registration involves an underwritten public offering, all holders of Registrable Securities must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as applicable to the Company and the other holders of Registrable Securities included therein and (z) if, at any time after giving written notice shall be given not less than 30 days of its intention to register any Common Stock 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 Common Stock, the Company shall give written notice thereof to all such holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. Notwithstanding the foregoing, in connection only with the initial registered public offering of the Company's registration statement)securities, which notice offering is a primary offering, no Registrable Securities shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares be included in such registration statement, WIC on behalf of Purchaser shall so advise without the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving prior written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee consent of the Registrable Shares other than members holders of a majority of the Purchaser Group who own more than 10% of the Falcon Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSecurities.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company 14.1.1. If Buyer proposes to register any securities of its Common Stock (other than pursuant to an Excluded Registration) Buyer under the Securities Act for sale to the public on any registration form before July 1, 2001 (whether otherwise than for the account registration of securities to be offered and sold by Buyer pursuant to (i) an employee benefit plan, (ii) a dividend or interest reinvestment plan, (iii) other similar plans or (iv) reclassification of securities, mergers, consolidations and acquisitions of assets) permitting a secondary offering or distribution, not less than 90 days prior to each such registration Buyer shall give to Seller written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, upon the written request of Seller furnished within 30 days after the date of any such notice, proceed to include in such registration such shares of the Company or common stock of Buyer that Seller has received pursuant to Section 2.1 of this Agreement ("Piggy-Back Shares") as have been requested by the account Seller to be included in such registration. Seller shall in its request describe briefly the proposed disposition of any securityholder of the Company) or proposes to make such an offering shares of Common Stock pursuant Stock. Buyer will in each instance use its best efforts to a previously filed registration statement pursuant cause all such Piggy-Back Shares to Rule 415 be registered under the Securities Act and qualified under the form securities or blue sky laws of registration statement any jurisdiction requested by the Seller , all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by the Seller. 14.1.2. If the managing underwriter, who shall be used permits the registration of Registrable Sharesselected by Buyer advises Buyer in writing that, in its opinion, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date inclusion of the Company's registration statement)Piggy-Back Shares with the securities being registered by Buyer would materially adversely affect the distribution of all such securities, which notice shall offer each Purchaser the opportunity to then Buyer will include any or all of its Registrable Shares in such registration statement, subject the securities Buyer proposes to sell and the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires Piggy-Back Shares requested to have its Registrable Shares be included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticea pro rata basis.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)i) of the Fully-Diluted Shares, each time If the Company proposes to register any shares of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public on its own account (whether a “Primary Registration”) or for the account of others after the one (1) year anniversary of the Closing (other than (A) pursuant to a registration on Form S-8, or any successor form, relating to equity securities issuable upon exercise of employee stock options in connection with any employee benefit or similar plan of the Company, (B) in connection with a direct or indirect business combination involving the Company and another Person, (C) for an exchange offer or offering of securities solely to the existing shareholders of the Company or its subsidiaries, (D) for a dividend reinvestment plan or similar plan or (E) pursuant to a registration statement required to be filed, pursuant to Chapter 11 of Title 11 of the account United States Code and/or applicable non-bankruptcy law, in accordance with a Chapter 11 plan of any securityholder an current or former equity holder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written provide notice (the “Piggyback Notice”) to WIC Newtek at least twenty (which notice shall be given not less than 30 days 20) Business Days prior to the effective anticipated filing date of the Company's registration statement), which statement relating to such registration. Such notice shall set forth Newtek’s rights under this Section 3(a) and shall offer each Purchaser Newtek the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement all the number of Registrable Securities proposed to be registered as Newtek may request (a “Piggyback Registration”), subject to the other terms and conditions of this Agreement, including, without limitation, the provisions of Section 3(c) and Section 3(d) of this Agreement. In no event shall a Piggyback Registration be considered an Underwritten Takedown for purposes of Section 2. (ii) Upon the request of Newtek made within ten (10) Business Days of the Piggyback Notice (which request shall specify the number of Registrable Securities intended to be registered by Newtek) and the minimum price, if any, below which Newtek will not sell such Registrable Shares Securities (which minimum price, if any, may be subsequently waived or changed in the discretion of Newtek), the Company shall include, or if an underwritten offering, shall cause the underwriter(s) to include, all Registrable Securities that the Company has been so requested to be included therein; providedinclude by Newtek, however, and shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company may at any time withdraw or cease proceeding with any such registration if it shall at has been so requested to register by Newtek, to the same time withdraw or cease proceeding with extent required to permit the registration disposition of Common Stock originally proposed the Registrable Securities so to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, provided that, for purposes of this Section 3.2 onlyif such registration involves an underwritten offering, all notices delivered Newtek must sell its Registrable Securities to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered registered to the Company by WIC or the Purchaser Representative shall be deemed underwriters selected pursuant to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeSection (3)(d).

Right to Piggyback. Until such Subject to Sections 2(c) hereof, if at any time as during the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of six month period commencing upon the Fully-Diluted Sharesdate hereof, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) file a Registration Statement under the Securities Act for sale with respect to the public (whether for the account any offering of the Company or the account of any securityholder of the Company) or proposes to make such an offering shares of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under by the Securities Act Company for its own account and/or on behalf of any of its security holders and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (other than (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, (iii) any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iv) any registration pursuant to the Amended and Restated Securities Purchase Agreement dated August 30, 2010 between the Company and Socius XX XX, Ltd.) then, as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement), the Company shall give prompt written notice of such proposed filing to WIC the Holder, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a “Registration Request“). Subject to Section 2(c), the Company shall include in such Registration Statement all Registrable Securities requested within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holder) to be included in the registration for such offering pursuant to a Registration Request; provided, however, that if, at any time after giving written notice shall be given not less than 30 days of its intention to register shares of Common Stock and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares Registration Statement filed in connection with such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register or to delay registration of such registration statement all such Registrable Shares so requested to be included therein; providedshares of Common Stock, however, that the Company may may, at its election, give written notice of such determination to the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any time withdraw or cease proceeding Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any such registration if it shall at Registrable Securities, for the same time withdraw or cease proceeding with period as the registration delay in registering such shares of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeStock.

Right to Piggyback. Until such Subject to Sections 2(d) hereof, if at any time as during the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of two year period commencing upon the Fully-Diluted Sharesdate hereof, each time the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) file a Registration Statement under the Securities Act for sale with respect to the public (whether for the account any offering of the Company or the account of any securityholder of the Company) or proposes to make such an offering shares of Common Stock by the Company for its own account and/or on behalf of any of its security holders (including a registration pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act Section 2(a) above) and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities (other than (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, (iii) any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iv) any registration pursuant to the Amended and Restated Securities Purchase Agreement dated August 30, 2010 between the Company and Socius CX XX, Ltd.) then, as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement), the Company shall give prompt written notice of such proposed filing to WIC the Holders, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as the Holders may request (a “Registration Request“). Subject to Section 2(d), the Company shall include in such Registration Statement all Registrable Securities requested within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders) to be included in the registration for such offering pursuant to a Registration Request; provided, however, that if, at any time after giving written notice shall be given not less than 30 days of its intention to register shares of Common Stock and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares Registration Statement filed in connection with such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register or to delay registration of such registration statement all such Registrable Shares so requested to be included therein; providedshares of Common Stock, however, that the Company may may, at its election, give written notice of such determination to the Holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any time withdraw or cease proceeding Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any such registration if it shall at Registrable Securities, for the same time withdraw or cease proceeding with period as the registration delay in registering such shares of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeStock.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register any ------------------ shares of its Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a ---------------------- "Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the ---------------- anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback ---------------- Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. ------------ If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company proposes to register ------------------ any shares of its Common Stock (other than pursuant to an Excluded Registrationor securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act for sale to the public (whether for the account of the Company other than a Registration on Form S-4 or the account of Form S-8, or any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act successor forms), and the Registration form of registration statement to be used permits may be used for the registration Registration of the Registrable SharesSecurities (a "Piggyback Registration"), the Company shall will give prompt written notice (a "Piggyback Notice") to WIC all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which notice shall be requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given not less than 30 days pursuant to Section 12.1. If at any time after giving the Piggyback Notice and prior to the effective date of the Company's registration statement)Registration Statement filed in connection with such Registration, which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating determines for any reason not to register or to delay Registration, the number of shares desired to be registered) within 20 days after the date Company may, at its election, give written notice of such notice from the Company. WIC shall have the right determination to withdraw its request for each holder of Registrable Securities that has requested inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include Securities in such registration statement all 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 registering, shall be permitted to delay registering any Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at Securities for the same time withdraw or cease proceeding with period as the registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth delay in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares registering such other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticesecurities.

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Whenever the Company proposes to register the offer and sale of any of its Common Stock under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the initial registered public (whether for the account of the Company or the account of any securityholder offering of the Company) or proposes to make such an offering of Common Stock ’s equity securities by the Company (the “IPO”), and other than pursuant to a previously filed registration statement pursuant on Form S-8 or S-4 or any similar form or in connection with a registration the primary purpose of which is to Rule 415 under the Securities Act register debt securities) and the registration form of registration statement to be used permits may be used for the registration of Registrable SharesSecurities, the Company shall will give prompt written notice to WIC all holders of Registrable Securities of its intention to effect such a registration and will include (subject to the priority provisions of Sections 2(c) and 2(d)) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (a “Piggyback Registration”) within twenty (20) days after the receipt by the holder thereof of the Company’s notice; provided, that (x) if such registration involves an underwritten public offering, all holders of Registrable Securities must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as applicable to the Company and the other holders of the Company’s securities included therein and (y) if, at any time after giving written notice shall be given not less than 30 days of its intention to register any Common Stock pursuant to this Section 2(a) and prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of filed in connection with such withdrawal. Subject to subsection (b) of this Section 3.2registration, the Company shall include in determine for any reason not to register such registration statement Common Stock, the Company shall give written notice thereof to all such holders of Registrable Shares so requested to be included therein; providedSecurities and, howeverthereupon, 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 Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled relieved of its obligation to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified register any Registrable Securities in connection with such noticeregistration.

Right to Piggyback. Until such Subject to Sections 2(c) and 2(d) hereof, if at any time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company SEi proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) file a Registration Statement under the Securities Act for sale with respect to the public (whether for the account any offering of the Company or the Common Stock by SEi for its own account and/or on behalf of any securityholder of the Companyits security holders (other than (i) a registration on Form S-8 or proposes to make such an offering of Common Stock pursuant S-4 or any successor form, (ii) a registration relating to a previously filed registration statement pursuant transaction subject to Rule 415 145 under the Securities Act and the form of registration statement to be used permits the Act, or (iii) any registration of Registrable Sharessecurities 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, the Company shall give prompt written notice to WIC as soon as practicable (which notice shall be given not but in no event less than 30 twenty (20) days prior to the effective proposed date of the Company's registration statementfiling such Registration Statement), which SEi shall give written notice of such proposed filing to the Holders, and such notice shall offer each Purchaser the Holders the opportunity to include any or all register such number of its Registrable Shares in such registration statement, subject to Securities as the limitations contained in subsection (b) of this Section 3.2 Holders may request (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.22(d), the Company SEi shall include in such registration statement Registration Statement all Registrable Securities requested within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Shares so requested Securities intended to be disposed of by the Holders to be included therein; in the registration for such offering pursuant to a Piggyback Registration), provided, however, that the Company may if, at any time withdraw after giving written notice of its intention to register Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, SEi shall determine for any reason not to register or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the to delay registration of the Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee registered for sale by SEi, SEi may, at its election, give written notice of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered such determination to the Company by WIC or Holder of Registrable Securities and, thereupon, (i) in the Purchaser Representative shall be deemed to have been given by the members case of the Purchaser Group, except to the extent explicitly specified in such notice.a

Right to Piggyback. Until such time as Whenever prior to the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time Termination Date the Company proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) Shares under the Securities Act (other than on a registration statement on Form S-8 or F-4), whether for sale to the public (whether its own account or for the account of one or more holders of Shares (other than the Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act Investor), and the form of registration statement to be used permits the may be used for any registration of Registrable SharesShares (a “Piggyback Registration”), the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all Investor of its Registrable Shares in intention to effect such a registration statementand, subject to the limitations contained in subsection (bSections 3(b) of this Section 3.2 (a "Piggyback Registration"and 3(c). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to the Company of such withdrawal. Subject to subsection (b) of this Section 3.2, the Company shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all such Registrable Shares so requested with respect to be included therein; provided, however, that which the Company has received a written request for inclusion therein from the Investor within 10 days after the Investor’s receipt of the Company’s notice (provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time withdraw prior to the pricing thereof. If the Company or cease proceeding with any other Person other than the Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form F-3 under the Securities Act, such registration offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration, respectively. Notwithstanding the foregoing, if it the Company elects in the Qualified Offering only to issue Class B Shares listed on the Spanish Stock Exchanges and not also ADSs listed on the NYSE, the Company’s obligations under this Section 3 shall at be deemed satisfied by the same time withdraw or cease proceeding filing with the registration CNMV of Common Stock originally proposed to be registered. It is specifically agreed that a Folleto Informativo under the Piggyback Registration rights set forth Spanish Securities Laws in this Section 3.2 shall not be assignable to any transferee connection with an OPV of the Registrable Shares other than members concurrently with an OPS by the Company or in an OPV for the account of the Purchaser Group who own one or more than 10% holders of the Registrable Shares; provided, however, that no member of the Purchaser Group Shares (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeInvestor).

Right to Piggyback. Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time If the Company at any time proposes to register any of its Common Stock (other than pursuant to an Excluded Registration) securities under the Securities Act (other than registrations on Form S-4 or S-8 of the Commission or the equivalent thereof) for sale to the public (whether its own account or for the account of another (except for the Company Required Registration or the account of any securityholder of the Companya Demand Registration) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement Registration Statement to be used permits may be used for the registration of Registrable SharesSecurities, the Company shall will give prompt written notice to WIC (all Holders which notice shall be given not less than are holders of Registrable Securities of its intent to do so. Within 30 days prior after receipt of such notice, any Holder which is a holder of Registrable Securities may by written notice to the effective date Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company's registration statement), which notice shall offer each Purchaser Company under the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 Securities Act (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving Such written notice to the Company shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof. Upon receipt of such withdrawal. Subject to subsection (b) of this Section 3.2request, the Company shall include in such registration statement will use its best efforts to register under the Securities Act all such Registrable Shares Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be included thereinregistered; provided, however, that if at any time after giving notice of its intent to register securities and before pricing of the sale of such securities, the Company determines for any reason not to register or to delay registration of such securities, the Company shall give notice of such determination to the Holders requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any Holder or Holders of Registrable Securities entitled to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) in the case of a determination to delay registering, the Company may at delay registering any time withdraw or cease proceeding with any such registration if it shall at Registrable Securities for the same time withdraw or cease proceeding with period as the delay in registering such other securities. No registration of Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices effected under this Section 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the Purchaser Representative 3 shall be deemed to have been given to all members of the Purchaser Group and all notices delivered to relieve the Company by WIC of its obligation to effect the Required Registration or the Purchaser Representative shall be deemed to have been given by the members of the Purchaser Group, except to the extent explicitly specified in such noticeany Demand Registration upon request under Section 2(b) hereof.