Common use of Right to Piggyback Clause in Contracts

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reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

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

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

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

Right to Piggyback. If at any time during after the Registration Period one year anniversary of this Agreement the Company proposes to file a Registration Statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration statement under the of Registrable Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderForms S-4 or S-8 or any similar or successor form), then the Company shall give to Holders holding Registrable Securities written notice of such proposed filing to the Holders at least 15 thirty (30) calendar days before the anticipated filing datefiling. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration"). Subject to Section 3(b) hereof), the Company shall will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) calendar days after the written notice has been given to from the HoldersCompany is given; provided, that the Company's obligations under this Section 3 shall terminate from and after the Termination Date. Each Holder shall will be permitted permitted, subject to its compliance with the provisions of Section 2(a) relating to reimbursement of the Company's expenses, to withdraw all or any portion part of the its Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . Notwithstanding the filing of the Registration Statement with respect to such Piggyback Registrationforegoing, the withdrawing Holders shall reimburse the Company for the portion will not be obligated to effect any registration of Registrable Securities under this Section 3 as a result of the registration expenses payable of any of its securities solely as direct consideration for mergers or acquisitions or offered solely in connection with respect to the Registrable Shares so withdrawnexchange offers, dividend reinvestment and share purchase plans, rights offerings or option or other employee benefit plans.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its Common Stock (whether or not in combination with any other equity or debt security or otherwise) under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a Demand Registration or in connection with registration statement (i) on Form S-4 or Form S-8 or any successor forms theretoor similar forms, or (iirelating solely to the sale of debt or convertible debt instruments) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Investor Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 20 days before the anticipated filing datedate to the Investor on behalf of the holders of the Investor Registrable Securities of its intention to effect such a registration. Such Each such Company notice shall offer specify the Holders the opportunity approximate number of shares of Common Stock to register such amount of Registrable Shares as they may request (a "Piggyback Registration")be registered. Subject to Section 3(b) hereofSections 3.2 and 3.3 below, the Company shall will include in each such Piggyback Registration registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Investor Registrable Shares Securities with respect to which the Company has received from the Investor a written requests request for inclusion therein within 10 15 days after notice has been given the delivery of such Company notice; provided that (i) each seller must sell its Investor Registrable Securities to the Holders. Each Holder shall be permitted underwriter or underwriters selected by the Company in connection with such offering on the same terms and conditions as apply to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration Company and (ii) if, at any time prior after giving notice to the effective date Investor of its intention to effect such registration, the Company shall determine for any reason not to register any of its Common Stock under the Securities Act, the Company shall give notice to the Investor on behalf of such Piggyback Registration; providedsellers and, howeverthereupon, that if shall be relieved of its obligation to register any Investor Registrable Securities in connection with such withdrawal occurs after registration and, except for the filing of the obligation to pay Registration Statement with respect Expenses pursuant to such Piggyback RegistrationSection 4.2, the withdrawing Holders Company shall reimburse the Company for the portion of the registration expenses payable with respect have no liability to the holders of Investor Registrable Shares so withdrawnSecurities in connection with such termination or withdrawal. The Company shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering.

Right to Piggyback. If at any time during Following the Registration Period expiration of the Lock-up Period, whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of its securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (Demand Registration or any registration effected pursuant to Form X-0, X-0 or any successor forms and other than a registration statement (i) on Form S-8 or any successor forms theretorelating solely to the sale of securities to participants in a Company plan, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors registration relating to a reorganization of the Company or its Affiliatesother transaction under Rule 145 of the Securities 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 and the registration form to be used may be used for the account registration of any holder Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (but in no event less than twenty (20) calendar days prior to the proposed filing of securities such Registration Statement) to all holders of the same type as the Registrable Shares Securities of its intention to effect such a registration, setting forth (to the extent that then known) the Company has principal terms and conditions of such issuance, including the right to include Registrable Shares in any registration statement 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 filed by the Company on behalf of such holder)registered, then the Company shall give written notice of such proposed filing and shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount other provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to this Section 3(b) hereof4.2, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) calendar days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Company’s notice. No registration of Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Securities effected under this Section 4.2 will relieve the Company for the portion of the registration expenses payable with respect any of its obligations to the effect registrations of Investor Registrable Shares so withdrawnSecurities 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 Securities registered pursuant to this Section 4.2 shall not affect its rights as to future issuances.

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

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

Right to Piggyback. If at any time during the Registration Period the Company Corporation proposes to file a registration statement register any shares of its common stock (or securities convertible into or exchangeable or exercisable for common stock) (the "Common Stock") under the Securities Act with respect (a "Proposed Registration") and the registration form to a public offering of securities be used may be used for the registration of the same type Registrable Securities as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely defined in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Section 1.5.6 below (a "Piggyback Registration"). Subject , the Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will, subject to Section 3(b) hereof1.1.2 below, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given receipt of the Corporation's notice; provided that, the maximum number of Registrable Securities that may be registered by TIG pursuant to any such Piggyback Registration (the "TIG Maximum") shall not exceed the percentage of TIG's total Registrable Securities equal to the Holders. Each Holder shall be permitted percentage that the total number of shares offered by the Corporation in the Proposed Registration bears to withdraw all or any portion the total number of issued and outstanding shares of the Corporation. In the case of an underwritten offering, Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement Securities with respect to which such Piggyback request for registration has been received will be registered by the Corporation pursuant to this Section 1 on the same terms and subject to the same conditions applicable to the stock to be sold by the Corporation or by other persons selling under such Proposed Registration, the withdrawing . Holders shall reimburse the Company for the portion of Registrable Securities will be entitled to include shares pursuant to this Section 1.1.1 in (A) demand registrations of any shareholder of the Corporation, or (B) registrations of the Corporation, other than a registration expenses payable with respect to the Registrable Shares so withdrawnstatement on Form S-4 or S-8.

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

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2(b).

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

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any shares of Common Stock with the Securities and Exchange Commission (the "Commission") under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of its security holders covering the sale of Common Stock (other than (a) a registration statement on Form S-4 or S-8 or (b) a registration statement filed in connection with an offer of securities of solely to existing security holders or (c) a Demand Registration pursuant to Section 2.2 hereof), and the same type as Registration Statement may be used for the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed Securities held by the Company on behalf of Stockholders party to this Agreement (such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (registration a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall 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 securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in each such Piggyback Registration notice, and will, subject to subsection (b) below, include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days 20 Business Days after notice the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been given received will be registered by the Company and offered to the Holders. Each Holder shall be permitted public in a registration pursuant to withdraw all or any portion of this Section 2.1 on the Registrable Shares of such Holder from a Piggyback Registration at any time prior same terms and conditions as those applicable to the effective date registration of shares of Common Stock to be sold by the Company and by any other Stockholder selling under such Piggyback Registration; provided, however, . [A Piggyback Registration shall not apply to any Equity Offering that if such withdrawal occurs after is the filing initial Equity Offering of the Registration Statement with respect Company unless the securities of other selling security holders are to be included therein.] Each such Piggyback Registration, Registration shall comply with the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnprocedures set forth in Section 2.3 hereof.

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

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

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

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

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

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

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

Right to Piggyback. If at any time during Commencing on the date on which the holders of Registrable Securities are first entitled to request the Demand Registration Period the Company pursuant to paragraph 1(b) above, whenever BCI proposes to file a registration statement register any of shares of its Common Stock (other than shares of Common Stock underlying any option, warrant, or convertible debt or other security) under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a pursuant to the Demand Registration) and the registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or form to be used may be used for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject , BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to Section 3(b) hereof, the Company all holders of Registrable Securities of its intention to effect such a registration and shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company BCI has received written requests for inclusion therein within 10 15 days after notice has been given the date of its notice. Notwithstanding anything herein to the Holders. Each Holder contrary, BCI shall not be permitted required to withdraw all or effect any portion registration of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Securities under this paragraph 2: (i) incidental to the effective date registration of such Piggyback Registration; providedany of its securities in connection with mergers, howeveracquisitions, that if such withdrawal occurs after exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the filing of a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration Statement with respect to is a primary registration on behalf of BCI (whether or not underwritten) and BCI determines in its reasonable judgment that including any Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnwill adversely effect such primary registration or BCI's objectives in connection therewith.

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

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

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

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

Right to Piggyback. If at any time during the Registration Period Whenever after an IPO the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement pursuant to (i) a Demand Registration or (ii) a registration on Form S-8 or S-4 or any successor forms thereto, or (ii) filed form solely in connection with a dividend reinvestment plan or of shares that have been issued pursuant to the Company's employee benefit plan covering officers or directors of plans) and the Company or its Affiliates) or registration form to be used may be used for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests (which shall specify the number of Registrable Securities intended to be disposed of by such holder) for inclusion therein within 10 twenty (20) days after notice has been given the receipt of the Company's notice; provided, that (A) if such registration involves an underwritten offering to the Holders. Each Holder shall public, all holders of Registrable Securities requesting to be permitted included in the Company's registration must sell their Registrable Securities to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration 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 of its intention to register any securities pursuant to this paragraph 2(a) and prior to the effective date of the registration statement filed in connection with such Piggyback Registration; providedregistration, the Company shall 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 (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnrights of holders under Section 1.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Public Offering solely for cash (whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the “Company or its AffiliatesRegistration”) or for the account of any holder of securities of other Person (other than the same type as Shareholders) possessing contractual demand registration rights (a “Shareholder Registration”)), other than pursuant to a Demand Registration or a Special Registration, and the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to the Shareholders of its intention to effect such a registration and, subject to Section 4.2(c), will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after the date of the Company’s notice has been given (a “Piggyback Registration”) (it being understood and agreed that, for the avoidance of doubt, a Shareholder’s election to include its Registrable Securities in such registration 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 Holders. Each Holder shall be permitted to foregoing, a Shareholder may withdraw all or any portion of the its Registrable Shares of Securities from such Holder from a Piggyback Registration at any time by giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) Business Day prior to the effective planned pricing date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration under this Section 4.2 prior to the pricing of such registration, howeverwhether or not the Shareholders have elected to include Registrable Securities in such registration, that if such withdrawal occurs after and except for the filing of the obligation to pay Registration Statement with respect Expenses pursuant to such Piggyback RegistrationSection 4.4, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect will have no liability to the Registrable Shares so withdrawnShareholders in connection with such termination or withdrawal.

Right to Piggyback. If at any time during Following the Registration Period IPO, whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than (i) pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoDemand Registration, or (ii) filed solely in connection with a dividend reinvestment plan registrations on Form F-4 or employee benefit plan covering officers S-8 promulgated by the SEC or directors of any successor or similar forms, if applicable) and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice to all Holders who hold Registrable Securities of its intention to effect such proposed filing Piggyback Registration and, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount terms of Registrable Shares as they may request (a "Piggyback Registration"Section 3(c). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting or offering of Shares to be made pursuant to the related registration statement) all Registrable Shares Securities with respect to which the Company has received written requests by the relevant Holder(s) for inclusion therein within 10 fifteen days after the receipt by such Xxxxxx(s) of the Company’s notice (a “Piggyback Request”). The Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been given so requested to register pursuant to any Piggyback Request, to the Holders. Each Holder shall be permitted extent required to withdraw all or any portion permit the disposition of the Registrable Shares Securities so requested to be registered. There is no limitation on the number of such Holder from a Piggyback Registration at any time prior Requests pursuant to the effective date of such Piggyback Registration; provided, however, this paragraph that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect is required to the Registrable Shares so withdrawneffect.

Right to Piggyback. If Whenever, at any time during following the Registration Period Closing that the Investor holds a Qualifying Ownership Interest, the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (securities, other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatespursuant to Section 1.1(a) or for a Special Registration (as defined below), and the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the registration or qualification for distribution of Registrable Securities, the Company on behalf of such holder), then the Company shall will give prompt written notice of such proposed filing to the Holders at least 15 Investor of its intention to effect such a registration (but in no event less than 10 business days before prior to the anticipated filing date. Such ) and, subject to Section 1.2(d), will include in such registration all Registrable Securities with respect to which the Company has received a written request by the Investor for inclusion therein within ten business days after the date of the Company's notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofIn the event the Investor has made such a written request, the Company shall include in each it may withdraw its Registrable Securities from such Piggyback Registration all Registrable Shares with respect by giving written notice to which the Company has received written requests for inclusion therein within 10 days after notice has been given to and the Holders. Each Holder shall be permitted to withdraw all managing underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time fifth business day prior to the planned effective date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration under this Section 1.2(a) prior to the effectiveness of such registration, howeverwhether or not the Investor has elected to include Registrable Securities in such registration. "Special Registration" means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, that if such withdrawal occurs after the filing members of management, employees, consultants, customers, lenders or vendors of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Company or the Company for the portion of the registration expenses payable Subsidiaries or in connection with respect to the Registrable Shares so withdrawndividend reinvestment plans.

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares registration statement on Form S-0, X-0, X-0 or F-4 or pursuant to a firm commitment underwritten offering solely for cash Lender Registration), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2(b).

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

Right to Piggyback. If If, at any time after January 1, 2003 and during the Registration Period term of this Agreement, the Company proposes to file a registration statement under the Securities Act with respect to a public primary or secondary offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely registration statement on which it is permissible to register the Registrable Securities for cash for its own account sale to the public under the Securities Act (other than a registration statement (i) on Form S-4, S-8 or any successor forms form thereto, or (ii) filed in connection witx xx xxxhange offer, Rule 145 or an offering of securities solely to the Company's existing shareholders, or (iii) filed in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors an offering made solely to employees of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany), then the Company shall will give prompt written notice (the "Notice") of such proposed filing to the Holders at least 15 days before the anticipated filing dateDoubletree. Such notice shall will offer the Holders Doubletree the opportunity to register on such amount of Registrable Shares as they may request registration statement (a "Piggyback Registration") such number of Registrable Securities as Doubletree may request ("Piggyback Rights"). Such request must be received at the offices of the Company within ten (10) business days of mailing the Notice. Subject to Section 3(b2(b) hereof, the Company shall will use its reasonable best efforts to include in each such Piggyback Registration all Registrable Shares with respect Securities that Doubletree has so requested to which be included in the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration Statement; provided, however, if, at any time after giving written notice of its intention to register securities and prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement filed in connection with respect to such Piggyback Registrationregistration, the withdrawing Holders Company shall reimburse determine for any reason not to proceed with the registration, the Company for the portion may, at its election, give written notice of the such determination to Doubletree, and thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If such registration expenses payable with respect involves an Underwritten Offering, Doubletree must sell its Registrable Securities to the Registrable Shares so withdrawnunderwriters on the same terms and conditions as apply to the Company, with such differences as may be customary or appropriate in combined primary and secondary offerings.

Right to Piggyback. If at any time during In the event that the Company does not then have an effective Registration Period Statement available for the sale of the Registrable Securities on Form S-3, 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 file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account register Common Stock (other than a registration statement (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the Commission or any successor forms theretoforms, (ii) a registration relating solely to employment benefit plans, or (iiiii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors registration the primary purpose of which is to register debt securities) and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such proposed filing a Piggyback Registration and, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount terms of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Sections 4(c) and Section 3(b4(d) hereof, the Company shall include in each such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days ten (10) Business Days after notice has been given the delivery of the Company’s notice; provided that, notwithstanding anything in this Agreement to the contrary, no person (including any Holders. Each Holder shall be permitted to ) will have piggyback registration rights on any overnight block trade effected by Warburg Pincus; provided further that any such other holder may withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration its request for inclusion at any time prior to executing the effective date of such Piggyback Registration; providedunderwriting agreement or, howeverif none, that if such withdrawal occurs after prior to the filing of the applicable Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnbecoming effective.

Right to Piggyback. If at any time during From and after the Registration Period date which is 12 months from the date of this Agreement, whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely effected in connection with a dividend reinvestment plan Company stock option or other employee benefit plan covering officers or directors (such as a Registration Statement on Form S8), a registration effected in connection with the conversion of the Company or its Affiliates) or for the account of debt securities, a registration on any holder of securities of form that does not include substantially the same type information as would be required to be included in a registration statement covering the sale of Registrable Shares Securities (to such as a Registration Statement on Form S4), or a registration effected in connection with an acquisition), and the extent that the Company has the right to include Registrable Shares in any form of registration statement to be filed by used may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will give notice (the "Notice") to all Investors of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within 10 20 days after the 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. Any holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice has been given to the HoldersCompany of its request to withdraw. Each Holder shall be permitted to The Company may withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the filing of the Registration Statement with respect holder is not then entitled to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect offer to the Registrable Shares so withdrawnsell whether by contractual restriction or by law.

Right to Piggyback. If at any time during Whenever prior to the Registration Period applicable Termination Date the Company proposes (i) to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities Shares, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed used may be used for any registration of Registrable Shares or (ii) to sell Shares that have already been registered “off the shelf” by the Company on behalf means of such holdera prospectus supplement (a “Shelf Takedown”) (each a “Piggyback Event”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Investors of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and/or Shelf Takedown and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Shares with respect to which the Company has received a written requests request for inclusion therein from any Investor within 10 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Investor’s receipt of the Company’s notice (provided that only Registrable Shares of the same class or classes as the Shares being registered and/or taken-down may be included). The Company shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such Holder from a Piggyback Registration registration and/or Shelf Takedown for any reason at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse pricing thereof. If the Company for or any other Person other than the portion Investors proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Event. Notwithstanding the foregoing, no Investor will have any rights under this Section 3 in respect of the registration expenses payable with respect an underwritten Shelf Takedown that has been requested by another Investor, and any such underwritten Shelf Takedown will be subject to the Registrable Shares so withdrawnSection 4(c) hereof.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its Class A Shares under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities Class A Shares (other than (i) pursuant to a Demand Registration, in which case the ability of the same type as the 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 the extent that the Company has the right to include Registrable Shares in any 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 filed 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 issuance by the Company on behalf of such holderClass 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”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount all applicable holders of Registrable Shares as they may request (of its intention to effect such a "Piggyback Registration"registration and of such holders’ rights under this Section 4(a). Subject Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to Section 3(b) hereofbe disposed of by such holder and the intended method of disposition thereof), the Company shall include in each such Piggyback Registration registration (subject to the provisions of this Agreement) all Registrable Shares requested to be registered pursuant to this Section 4(a), subject to Sections 4(b) and 4(c) below, with respect to which the Company has received written requests for inclusion therein within 10 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of Company’s notice; provided that any such Holder from a Piggyback Registration other holder may withdraw its request for inclusion at any time prior to executing the effective date of such Piggyback Registration; providedunderwriting agreement or, howeverif none, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect prior to the Registrable Shares so withdrawnapplicable registration statement becoming effective.

Right to Piggyback. If at any time during Whenever prior to the Registration Period applicable Termination Date the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities Shares, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Shares (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Investors of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written requests request for inclusion therein from any Investor within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Investor’s receipt of the Company’s notice (provided that only Registrable Shares of such Holder from a 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 prior to the effective date of pricing thereof. If the Company or any other Person other than the Investors proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration; provided. Notwithstanding the foregoing, howeverno Investor will have any rights under this Section 3 in respect of an underwritten Shelf Takedown that has been requested by another Investor, that if and any such withdrawal occurs after the filing of the Registration Statement with respect underwritten Shelf Takedown will be subject to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnSection 4(c) hereof.

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

Right to Piggyback. If at any Each time during prior to the Registration Period fifth anniversary of this Agreement that the Company proposes to file a registration statement register any of its Common Stock (other than pursuant to an Excluded Registration) under the Securities Act with respect for sale to a the public offering of securities of (whether for the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities securityholder of the same type as Company) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Shares (which notice shall be given not less than fifteen (15) days prior to the extent that date of the initial filing with the SEC of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statement (an “Incidental Registration”), subject to the limitations contained in Section 2.3(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company has in writing (stating the number of shares desired to be registered) within twenty (20) days after the date of such notice from the Company. Any Holder shall have the right to include withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to be filed this Section 2.3(a) by giving written notice to the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days withdrawal on or before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request five (a "Piggyback Registration"). Subject to Section 3(b5) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time Business Days prior to the effective date of such Piggyback Registrationregistration statement. Subject to Section 2.3(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for may at any time withdraw or cease proceeding with any such registration if it shall at the portion of same time withdraw or cease proceeding with the registration expenses payable with respect of all other equity securities originally proposed to be registered. If the registration statement in such an Incidental Registration is to cover an underwritten offering, such Registrable Shares so withdrawnshall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwritten offering.

Right to Piggyback. If at any time during From and after the Registration Period date which is 12 months from the date of this Agreement, whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely effected in connection with a dividend reinvestment plan Company stock option or other employee benefit plan covering officers or directors (such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of the Company or its Affiliates) or for the account of debt securities, a registration on any holder of securities of form that does not include substantially the same type information as would be required to be included in a registration statement covering the sale of Registrable Shares Securities (to such as a Registration Statement on Form S-4), or a registration effected in connection with an acquisition), and the extent that the Company has the right to include Registrable Shares in any form of registration statement to be filed by used may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will give notice (the "Notice") to the Investor of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein therein, subject to the provisions of Section 1.3 and 1.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within 10 five business days after the 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. Any holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 1.1 by giving written notice has been given to the HoldersCompany of its request to withdraw. Each Holder shall be permitted to The Company may withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the holder would not be entitled to offer to sell under such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnwhether by contractual restriction or by law.

Right to Piggyback. If With respect to any Units or Shares issued to ------------------ NWI Group subsequent to March 31, 1998, if the Company at any time during the Registration Period the Company proposes to file a registration statement register any of its Common Stock or other securities under the Securities Act with respect for sale to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash public, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of other shareholders or both (except with respect to registration statements on Form S- 8 or another form not available for registering the same type as the Piggyback Registrable Shares (for sale to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request public) (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will promptly (but in any event within 30 days) give written notice to NWI Group of its intention to effect such registration and will include in each such registration all Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from Company's notice (a "Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationRequest"); provided, however, that if -------- ------- the Company shall not be required to include Piggyback Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such withdrawal occurs after inclusion would make the filing use of such form unavailable. In the event that any Piggyback Registration Statement with respect to shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by NWI Group shall specify that either (i) such Piggyback RegistrationRegistrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, or (ii) such Piggyback Registrable Securities are to be sold in the withdrawing Holders shall reimburse the Company for the portion open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of the registration expenses payable with respect to the Registrable Shares so withdrawncommon stock in reasonably similar circumstances.

Right to Piggyback. If at any time during Whenever prior to the Registration Period Termination Date the Company proposes (i) to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities Shares, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed used may be used for any registration of Registrable Shares or (ii) to sell Shares that have already been registered “off the shelf” by the Company on behalf means of such holdera prospectus supplement (a “Shelf Takedown”) (each a “Piggyback Event”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Investor of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and/or Shelf Takedown and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Shares with respect to which the Company has received a written requests request for inclusion therein from the Investor within 10 twenty (20) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion Investor’s receipt of the Company’s notice (provided that only Registrable Shares of the same class or classes as the Shares being registered and/or taken-down may be included). The Company shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such Holder from a Piggyback Registration registration and/or Shelf Takedown for any reason at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse pricing thereof. If the Company proposes to register an offering of any Shares for cash by the Company or for the portion account of any Person other than the Investor in an underwritten offering pursuant to a registration expenses payable with respect statement under the Securities Act (other than on a registration statement on Form X-0, X-0, X-0 or F-4), such offering shall be treated as a primary or secondary underwritten offering pursuant to the Registrable Shares so withdrawna Piggyback Event.

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

Right to Piggyback. If If, at any time during the Effectiveness Period, there is not an effective Registration Period Statement covering all of the Registrable Securities and the Company proposes to file a registration statement register or sell any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares Act, including pursuant to a firm commitment underwritten offering solely for cash for its own account any shelf registration statement (other than a registration statement (i) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms theretoforms, or (ii) filed a registration relating solely to employment benefit plans, (iii) in connection with a dividend reinvestment plan registration the primary purpose of which is to register debt securities, or employee benefit plan (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering officers the sale of Registrable Securities), whether or directors of not for its own account, and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such proposed filing to the Holders a Piggyback Registration reasonably in advance of (and in any event, at least 15 days before ten (10) Business Days before) the anticipated filing date. Such notice shall offer date of such registration statement and, subject to the Holders the opportunity to register such amount terms of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(bSections 3(c) and 3(d) hereof, the Company shall include in each such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given to the Holders. Each Holder shall be permitted to delivery of the Company’s notice; provided that any such other holder may withdraw all or any portion part of the Registrable Shares of such Holder from a Piggyback Registration its request for inclusion at any time prior to executing the effective date of such Piggyback Registration; providedunderwriting agreement or, howeverif none, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect prior to the Registrable Shares so withdrawnapplicable registration statement becoming effective.

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

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

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

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a any ------------------ registration statement under the Securities Act with respect to a public offering for purposes of an Offering of securities of the same type as the Registrable Shares pursuant Company (including, but not limited to, registration statements relating to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder secondary Offerings of securities of the same type as Company, but excluding Registration Statements relating to employee benefit plans or other compensatory arrangements or with respect to corporate reorganizations, or other transactions under Rule 145 of the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities Act) (a "Piggyback Registration"). Subject , the Company will give prompt written notice to Section 3(bthe Holders of the Company's intention to effect such a registration (each, a "Piggyback Notice") and, subject to the terms hereof, the Company shall will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion date of delivery of the Registrable Shares of such Holder from a Piggyback Registration Notice; provided, however, that if, at any time after ----------------- giving written notice of its intention to register any shares and, prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement filed in connection with respect to such Piggyback Registrationregistration, the withdrawing Holders Company shall reimburse determine for any reason not to register any such shares, the Company for may, at its election, give written notice of such determination to the portion Holders requesting inclusion therein, and thereupon, the Company shall be relieved of any obligation to register any Registrable Securities in connection with such terminated registration. If the Piggyback Registration is an underwritten Offering on behalf of the registration expenses payable with respect Company, then the Company shall not be required to include any Registrable Securities of the Holders in such Offering unless the Holders enter into a customary form of underwriting agreement in form and substance reasonably satisfactory to the Registrable Shares so withdrawnunderwriters and the Company.

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares registration statement on Form X-0, X-0, X-0 or F-4 or pursuant to a firm commitment underwritten offering solely for cash Lender Registration), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2(b).

Right to Piggyback. If at any time during Following the Registration Period effective date of the shelf ------------------ registration statement, if the Company proposes to file a registration statement under the Securities Act with respect to a firm commitment underwritten public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (common stock, other than a registration statement (i1) on Form S-4, Form S-8 or any successor forms thereto, or (ii2) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan plan, whether or employee benefit plan covering officers or directors of the Company or not for its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)own account, then the Company shall give written notice of such proposed filing to the Holders holders of registrable securities at least 15 fifteen days before the anticipated filing date, the "piggyback notice". Such The piggyback notice shall offer the Holders such holder the opportunity to register include in such underwritten offering such amount of Registrable Shares registrable securities as they such holder may request (request, a "Piggyback Registration"). piggyback underwritten offering." Subject to Section section 3(b) hereof, the Company shall include in each such Piggyback Registration piggyback underwritten offering all Registrable Shares registrable securities with respect to which the Company has received written requests for inclusion therein within 10 ten days after notice has been given to the Holdersapplicable holder, which request shall specify the intended method of distribution. Each Holder The holders of registrable securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder registrable securities from a Piggyback Registration piggyback underwritten offering at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnpiggyback underwritten offering.

Right to Piggyback. If at For so long as a Holder holds any time during Registrable Securities, in the event the Registration Period Statement covering all Registrable Securities is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form S-8, Form F-8, Form S-4 or Form F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice to such Holders of its intention to effect such proposed filing a registration and, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSections 3.2 and 3.3, the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Article II and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2.2.

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

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities the Common Stock (other than pursuant to a Demand Registration, and other than pursuant to a registration statement 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 the same type as the Registrable Shares which is to register debt securities, i.e., in connection with a so-called “equity kicker”) (to the extent that a “Piggyback Registration”), the Company has the right will give prompt written notice to include Registrable Shares in any all Holders of its intention to effect such a registration statement to be filed by the Company on behalf and of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"Holders’ rights under this Section 3(a). Subject to Section 3(b) hereofUpon the written request of any Holder, the Company shall include in each such Piggyback Registration registration (subject to the provisions of this Agreement) all Registrable Shares Securities requested to be registered 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 10 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of Company’s notice; provided, that any such other Holder from a Piggyback Registration may withdraw its request for inclusion at any time prior to executing the effective date of such Piggyback Registration; providedunderwriting agreement or, howeverif none, that if such withdrawal occurs after prior to the filing applicable registration statement becoming effective. Notwithstanding the foregoing, no Registrable Securities shall be included in the Initial Public Offering without the prior written consent of the Registration Statement with respect holders of a majority of the BRS Registrable Securities. In the event the holders of a majority of the BRS Registrable Securities consent to such Piggyback Registrationthe inclusion of Registrable Securities in the Initial Public Offering, then the withdrawing Holders shall reimburse the Company for the portion of the be entitled to include securities in such registration expenses payable with respect to the Registrable Shares so withdrawnas provided in this Section 3.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its Common Stock (other than pursuant to a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or S-8 or any successor forms thereto, forms) and the registration form or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement prospectus to be filed by may be used for the Company on behalf registration for distribution of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofwhether or not for sale for its own account, the Company shall will give prompt written notice to all Holders of its intention to effect such a registration or file such prospectus and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Piggyback Registration Company’s notice by all Holders; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration; providedregistration, howeverthe Company shall determine for any reason not to proceed with the proposed registration, that the Company may, at its election, give written notice of such determination to the Holders and thereupon shall be relieved of any obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (i) if such withdrawal occurs after registration involves an underwritten offering by the filing of Company, all Holders requesting to have Registrable Securities included in the Registration Statement Company's registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. Any Holder that has given such a written request may withdraw its Registrable Securities from the related Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the 30th day prior to the planned effective date of the related Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If Provided that the Stockholder holds Registrable Securities at any time during the Registration Period such time, whenever the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or S-8 or any successor forms theretoto such forms), whether or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of not for sale for its own account, the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall will give prompt written notice of such proposed filing to the Holders Stockholder at least 15 thirty (30) days before the anticipated filing date. Such notice shall offer the Holders Stockholder the opportunity to register such amount of the Registrable Shares Securities as they may it shall request (a "“Piggyback Registration"”). Subject to Section 3(b2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after such notice has been given received by Stockholder, provided, however, that if, at any time after giving written notice of its intention to register any Common Stock pursuant to this Section 2(a) and prior to the Holderseffective 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 to the Stockholder and, thereupon, shall be relieved of its obligations to register any Registrable Securities in connection with such registration. Each Holder If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Stockholder shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date time of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during Subject to the Registration Period the Company last sentence of this CLAUSE (A), whenever Holdings proposes to file a registration statement register any shares of Common Stock (or securities exercisable or exchangeable for or convertible into, or options to acquire, Common Stock) with the Commission under the Securities Act with respect and the registration form to a public offering of securities be used may be used for the registration of the same type as the Registrable Shares pursuant to Securities (a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder"PIGGYBACK REGISTRATION"), then the Company shall Holdings will give written notice of such proposed filing to the Holders Purchasers, at least 15 10 days before prior to the anticipated filing date. Such , of its intention to effect such a registration, which notice shall offer will specify the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofproposed offering price, the Company shall kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in each such notice, and will, subject to CLAUSE (B) below, include in such Piggyback Registration all Registrable Shares Securities with respect to which the Company Holdings has received written requests for inclusion therein within 10 5 days after notice 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 given received will be registered by Holdings and offered to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at any time prior least as favorable as those applicable to the effective date registration of shares of Common Stock to be sold by Holdings and by any other Person selling under such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (any registration effected pursuant to Form S-0, X-0 or any successor forms and other than a registration statement (i) on Form S-8 or any successor forms theretorelating solely to the sale of securities to participants in a Company plan, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors registration relating to a reorganization of the Company or its Affiliatesother transaction under Rule 145 of the Securities Act, 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 a registration in which the only securities being registered are common stock issuable upon conversion of debt securities that are also being registered) or and the registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount all holders of Registrable Shares as they may request (Securities of its intention to effect such a "Piggyback Registration"). Subject registration and shall, subject to Section 3(bSections 2(c) hereofand 2(d) below, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s notice; provided that the holders of a majority of Investor Registrable Securities may provide by written notice has been given to the Holders. Each Holder shall be permitted Company that no holder of Registrable Securities (including, without limitation, Investor Registrable Securities) will have the right to withdraw all or any portion of the include Registrable Shares of Securities in such Holder from a Piggyback Registration at (in which case the Company need not give such notice or include any time prior to the effective date of such Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn).

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

Right to Piggyback. If at any time during Following the Registration Period consummation of the Merger Agreement, whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than (i) pursuant to a firm commitment underwritten offering solely for cash for its own account Demand Registration, (other than ii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement (icovering the sale of Registrable Securities) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice (in any event within three Business Days after its receipt of notice of any request for registration on behalf of holders of the Company’s securities (other than by the Holders) to all Holders of its intention to effect such proposed filing Piggyback Registration and, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount terms of Registrable Shares as they may request (a "Piggyback Registration"Section 3(c) and Section 3(d). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Registrable Shares of such Holder from a Company’s notice. A Piggyback Registration shall not be considered a Demand Registration or a Shelf Offering Request for purposes of Section 2; provided, that at any time prior to in which the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Shelf Registration Statement with pursuant to Section 2(c)(i) is effective, Section 3 shall be inapplicable in respect to such Piggyback Registration, of any primary Registration of offering thereunder of securities by the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnCompany.”

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

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

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2(b).

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 X-0, X-0 or any successor forms thereto, form thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors an offering made solely to employees of the Company Company), whether or not for its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)own account, then the Company shall will give written notice of such proposed filing to the Holders holders of Registrable Securities promptly, but in any event at least 15 calendar days before the anticipated filing date. Such notice shall will offer the Holders such holders the opportunity to register such amount of Registrable Shares Securities as they each such holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holderstherein. Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided. If the Company offers any securities for its own account in any Piggyback Registration, however, that if such withdrawal occurs after the filing of the Company will be responsible for all Registration Statement with respect Expenses related to such Piggyback Registration, the withdrawing Holders shall reimburse . If the Company does not offer any securities for its own account in a Piggyback Registration, all Registration Expenses shall be borne pro rata among all holders of Registrable Securities whose Shares are being registered in such Piggyback Registration based on the portion number of the registration expenses payable with respect to the Registrable Shares so withdrawnSecurities included therein.

Right to Piggyback. If at any time during when there are Registrable Securities then outstanding and there is not an effective Registration Statement covering all of the Registration Period Registrable Securities, the Company proposes to file a registration statement register any shares of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or on Form S-4 or any similar successor forms thereto), or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or relating to an offering for its Affiliates) own account or for the account of any holder of securities one or more stockholders of the same type as Company, and even if there is such an effective Registration Statement covering all of the Registrable Shares (to Securities, in the extent event that such offering for the Company’s own account or for the account of other stockholders of the Company has the right to include Registrable Shares in any registration statement is to be filed by the Company on behalf of such holderunderwritten (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 prompt (but in no event less than ten (10) days before the anticipated filing date. Such date of such registration statement or such prospectus supplement) (a “Piggyback Registration Statement”) written notice to all Holders of its intention to effect such a registration or filing, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer the to all Holders of Registrable Securities the opportunity to register all or any portion of the Registrable Securities as such amount of Registrable Shares as they Holders may request in writing within five (a "Piggyback Registration")5) Business Days after receipt of such written notice from the Company. Subject The Company shall, subject to Section 3(b) hereof2(c), the Company shall include in each such Piggyback Registration registration or offering all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of such Holder from a Piggyback Registration at any time prior in its sole discretion upon reasonable notice to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnany participating Holders.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than (1) a registration statement (i) on Form S-8 or on Form S-4 or any similar successor forms thereto, or (ii2) filed solely in connection with a dividend reinvestment plan universal shelf registration statement on Form S-3 or employee benefit plan covering officers any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or directors of the Company any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its Affiliates) own account or for the account of any holder of securities one or more stockholders of the same type as Company, and the Registrable Shares (registration form to the extent that the Company has the right to include Registrable Shares in be used may be used for any registration statement to be filed by the Company on behalf of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 prompt (but in no event less than ten (10) calendar days before the anticipated filing date. Such date of such registration statement) written notice to all Holders of Registrable Securities of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer the to all Holders of Registrable Securities the opportunity to register the same of such amount number of Registrable Shares Securities as they such Holders may request in writing within five (a "Piggyback Registration"5) Business Days after receipt of such written notice from the Company. The Company shall, subject to Sections 2(d)(ii) and 2(d)(iii). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of such Holder from a Piggyback Registration at any time prior in its sole discretion upon reasonable notice to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnany participating Holders.

Right to Piggyback. If at any time during During the Registration Period period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement on Form S-4 or S-8 or any similar successor form) and the registration form to be used may be used for the registration of the Shares (a "Piggyback Registration"), the Company will give prompt written notice to the Holders of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company QBPHX\2082275.5 40 has received written requests for inclusion therein within twenty (20) days after the Holders' receipt of the Company's notice; provided, that (i) on Form S-8 or if, at any successor forms thereto, or (ii) time after giving written notice of its intention to register any securities but prior to the effective date of the registration statement filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of such registration, the Company shall determine for any reason to terminate or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of withdraw such holder)registration, then the Company shall give written notice of such proposed filing determination to the Holders at least 15 days before and the anticipated filing date. Such notice Company shall offer the Holders the opportunity not be relieved of its obligation to register such amount Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other holders of Registrable Shares Securities for whose account securities are to be sold, as they the case may request (be. If a "Piggyback Registration"). Subject registration requested pursuant to this Section 3(b) hereofinvolves an underwritten public offering, the Company shall include Holders may elect in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 writing, not later than three (3) days after notice has been given prior to the Holderseffectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Each Holder Any Registrable Securities excluded or withdrawn from such underwriting shall be permitted to withdraw all or any portion of withdrawn from such registration. The Company will keep the Registrable Shares of such Holder from a Piggyback Registration at any time prior to registration statement filed under this Agreement continuously effective for one (1) year following the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnregistration.

Right to Piggyback. If at any time during From and after the Registration Period date which is 12 months from the date of this Agreement, whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely effected in connection with a dividend reinvestment plan Company stock option or other employee benefit plan covering officers or directors (such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of the Company or its Affiliates) or for the account of debt securities, a registration on any holder of securities of form that does not include substantially the same type information as would be required to be included in a registration statement covering the sale of Registrable Shares Securities (to such as a Registration Statement on Form S-4), or a registration effected in connection with an acquisition), and the extent that the Company has the right to include Registrable Shares in any form of registration statement to be filed by used may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall will give notice (the "Notice") to all Investors of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within 10 20 days after the 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. Any holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice has been given to the HoldersCompany of its request to withdraw. Each Holder shall be permitted to The Company may withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after time it becomes effective. The Company is not required to include in a registration any Registrable Securities which the filing of the Registration Statement with respect holder is not then entitled to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect offer to the Registrable Shares so withdrawnsell whether by contractual restriction or by law.

Right to Piggyback. If at any time during Whenever prior to the Registration Period Termination Date the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form S-8 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities of the same type as the Registrable Shares (to other than the extent that Investor), and the Company has the right to include Registrable Shares in any form of registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Shares (a “Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Investor of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written requests request for inclusion therein from the Investor within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion Investor’s receipt of the Company’s notice (provided that only Registrable Shares of such Holder from a 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 prior to the effective date of pricing thereof. If the Company or any other Person other than the Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form F-3 under the Securities Act, such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect offering shall be treated as a primary or secondary underwritten offering pursuant to such a Piggyback Registration, respectively. Notwithstanding the withdrawing Holders shall reimburse foregoing, if 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 be deemed satisfied by the filing with the CNMV of a Folleto Informativo under the Spanish Securities Laws in connection with an OPV of Registrable Shares concurrently with an OPS by the Company or in an OPV for the portion account of one or more holders of Shares (other than the registration expenses payable with respect to the Registrable Shares so withdrawnInvestor).

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawn.this Section 3 shall be deemed to have been effected pursuant to Section 2(b). ​

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement register any of its common equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or on Form F-4 or any similar successor forms thereto), whether for its own account or otherwise (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors subject to the terms of this Agreement), and the Company or its Affiliates) or registration form to be used may be used for the account any registration of any holder of securities of the same type as the Registrable Common Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give prompt written notice (in any event within twenty (20) days after its receipt of notice of any exercise of other demand registration rights) to all Holders of its intention to effect such proposed filing to the Holders at least 15 days before the anticipated filing datea registration. Such notice Holders shall offer be entitled to participate in such Piggyback Registration on a pro-rata basis; provided that (x) at all times when NewCo owns shares of Class A capital stock of NewCo2, the Holders Registrable Common Shares held by NewCo2 may be deemed to be, at the opportunity election of NewCo, part of the Registrable Common Shares requested by NewCo to register such amount of Registrable Shares as they may request (a "be included in any Piggyback Registration"), and (y) at all times when Hazels owns shares of Class B capital stock of NewCo2 and no shares of Class A capital stock of NewCo2 are outstanding, the Registrable Common Shares held by NewCo2 may be deemed to be, at the election of Avellanos and/or Hazels, as applicable, part of the Registrable Common Shares requested by Avellanos or Hazels to be included in any Piggyback Registration. Subject to Section 3(bSections 4(b) and 4(c) hereof, the Company shall include in each such Registration Statement all such Registrable Common Shares requested in writing by such Holders participating in such Piggyback Registration all Registrable Shares with respect to which be included therein. All requests made to the Company has received written requests for inclusion therein registration of Registrable Common Shares under this Section 4(a) must be made within 10 fifteen (15) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion date of the Registrable Shares Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnin its sole discretion.

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

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

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Registration Statement, whether or not for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or sale for the account Company's own account, on a form and in a manner that would also permit registration of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Securities, then the Company shall give to Xoom, written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datefiling. Such The notice referred to in the preceding sentence shall offer the Holders Xoom the opportunity to register such amount of Registrable Shares Securities as they Xoom may request (a "Piggyback Registration"). If the registration of which the Company gives notice is for an Underwritten Offering, the right of Xoom to registration pursuant to this Section 2 shall be conditioned upon Xoom's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If Xoom elects to participate in such Underwritten Offering, Xoom shall (together with the Company and other selling shareholders) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Subject to Section 3(b) hereof2(b), the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holderstherein. Each Holder shall Xoom will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration. Unless otherwise provided herein, the withdrawing Holders shall reimburse the Company for the portion will not be obligated to effect any registration of Registrable Securities under this Section 2 as a result of the registration expenses payable of any of its securities solely in connection with respect mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to the Registrable Shares so withdrawn.current holders of Common Stock, rights offerings or option or other employee benefit plans. 4 Registration Rights Agreement 3

Right to Piggyback. If at any time during Prior to the Termination Date, in the event the Shelf Registration Period Statement is not effective, whenever the Company proposes to file a registration statement register any Shares under the Securities Act with respect to (other than on a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash registration statement on Form S-0, X-0, X-0 or F-4), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder one or more holders of securities securities, and the form of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf used may be used for any registration of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject registration and, subject to Section Sections 3(b) hereofand 3(c), the Company shall include in each such Piggyback Registration registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein from a Holder within 10 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion such Holder’s receipt of the Registrable Shares Company’s notice or, in the case of a primary offering, such Holder from a shorter time as is reasonably specified by the Company in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the effective date pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such Piggyback Registration; provided, however, that if request to withdraw at least five (5) days prior to the effectiveness of such withdrawal occurs after Registration Statement or prior to the filing pricing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders applicable offering. No registration effected under this Section 3 shall reimburse relieve the Company for the portion of its obligations to effect any registration of the sale of Registrable Securities under Section 2(a) and no registration expenses payable with respect effected pursuant to the Registrable Shares so withdrawnthis Section 3 shall be deemed to have been effected pursuant to Section 2(b).

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement in connection with respect to a public offering of any of its securities and the registration form to be used may be used for the registration of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Securities (other than a registration statement (i) Registration Statement on Form S-8 S-4 or Form S-8, or any comparable successor forms theretoform or form substituting therefor, or (ii) filed solely in connection with a dividend reinvestment plan any exchange offer or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder an offering of securities of the same type as the Registrable Shares (solely to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany’s existing equity holders) (a “Piggyback Registration Statement”), whether or not for sale for its own account, then each such time the Company shall give written notice of such a proposed filing offering (a “Piggyback Notice”) to the Holders of its intention to effect such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”). Subject The Company will, subject to Section 3(b) hereofthe limitations set forth in Sections 3.3 and 3.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of Piggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnStatement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to (other than (1) a public offering of securities of registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the same type as Shelf Registration Statement is effective at the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities one or more stockholders of the same type as Company, and the Registrable Shares (registration form to the extent that the Company has the right to include Registrable Shares in be used may be used for any registration statement to be filed by the Company on behalf of such holderRegistrable Securities (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Holders at least 15 prompt (but in no event less than ten (10) days before the anticipated filing date. Such date of such registration statement) written notice to all Holders of Registrable Securities of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer the to all Holders of Registrable Securities the opportunity to register the same of such amount number of Registrable Shares Securities as they such Holders may request in writing within five (a "Piggyback Registration"5) Business Days after receipt of such written notice from the Company. The Company shall, subject to Sections 2(d)(ii) and 2(d)(iii). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of such Holder from a Piggyback Registration at any time prior in its sole discretion upon reasonable notice to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnany participating Holders.

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

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a Registration Statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration statement under the of Registrable Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then Forms S-4 or S-8 or any similar or successor form) the Company shall give to Holders holding Registrable Securities, written notice of such proposed filing to the Holders promptly, but in any case at least 15 twenty (20) days before the anticipated filing datefiling. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration"). Subject to Section 3(b) hereof), the Company shall will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) days after the written notice has been given to from the HoldersCompany is given. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . Notwithstanding the filing of the Registration Statement with respect to such Piggyback Registrationforegoing, the withdrawing Holders shall reimburse the Company for the portion will not be obligated to effect any registration of Registrable Securities under this Section 3 as a result of the registration expenses payable of any of its securities solely in connection with respect mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of the Registrable Shares Common Stock, rights offerings or option or other employee benefit plans. The Company hereby agrees to file such a Registration Statement within ninety (90) days of the date hereof so withdrawnthat the Holders shall be able to participate pursuant to this Section 3.

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

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

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a Registration Statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration statement under the of Registrable Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderForms S-4 or S-8 or any similar or successor form), then the Company shall give to Holders holding Registrable Securities, written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datefiling. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback RegistrationPIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof4(b), the Company shall will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the written notice has been given to from the HoldersCompany is given. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . Notwithstanding the filing of the Registration Statement with respect to such Piggyback Registrationforegoing, the withdrawing Holders shall reimburse the Company for the portion will not be obligated to effect any registration of Registrable Securities under this Section 4 as a result of the registration expenses payable of any of its securities solely in connection with respect mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of the Registrable Shares so withdrawnCommon Stock, rights offerings or option or other employee benefit plans.