Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”), the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.

Right to Piggyback. If at any time after the one year anniversary of this Agreement the Company proposes to undertake file a Registration Statement, whether or not for sale for the marketing Company's own account, on a form and in a manner that would also permit registration of a registered underwritten offering of its Capital Stock for its own account Registrable Securities (other than in connection with a Registration Statement registration statement on Form Forms S-4 or S-8 or a Registration Statement connection with a rights offering) any similar or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”successor form), the Company shall give prompt to Holders holding Registrable Securities written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than proposed filing at least thirty (30) Business Days prior to calendar days before the expected date of filing of such Registration Statementanticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"). Subject to Section 3(b), the Company shall, subject to the provisions of Section 4(b) below, will include in each such Piggyback TakedownRegistration (and any related qualification under state blue sky laws and other compliance filings, as applicable, and in any underwriting involved therein) all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within fifteen (15) calendar days after the written notice from the Company is given; provided, that the Company's obligations under this Section 3 shall terminate from and after the Termination Date. Each Holder will be permitted, subject to its compliance with the provisions of Section 2(a) relating to reimbursement of the Company's expenses, to withdraw all or before the date that is three (3) Business Days part of its Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablesuch Piggyback Registration. Notwithstanding anything to the contrary contained hereinforegoing, the Company may determine will not be obligated to proceed with effect any Piggyback Takedown upon written notice to the Holders registration of Registrable Securities requesting to include their Registrable Securities under this Section 3 as a result of the registration of any of its securities solely as direct consideration for mergers or Other Registrable Securityholders requesting to include their Other Registrable Securities acquisitions or offered solely in such Piggyback Takedownconnection with exchange offers, dividend reinvestment and share purchase plans, rights offerings or option or other employee benefit plans.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (other than each, a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such offering (a “Piggyback Takedown”) registration and shall use its commercially reasonable efforts 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request from each Holder for inclusion therein on or before the date that is three within five (35) 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 underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 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 underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinregistration statement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon written register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration.

Right to Piggyback. If the Company proposes to undertake the marketing of file a registered underwritten offering of its Capital Stock Registration Statement, whether or not for its own account account, under the Securities Act on any form (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a Registration Statement connection with a rights offering) transaction of the type referred to in Rule 145 under the Securities Act or for the account of any other stockholder or stockholders to employees of the Company not party hereto pursuant to any employee benefit plan, respectively) for the registration of 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 Class A Common Stock or Class D Common Stock (the a “Requesting HoldersPiggy-Back Registration”), the Company it shall give prompt written notice of its intention to effect such 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 at least twenty (1520) Business Days prior to the expected date initial filing with the SEC of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a piggy-back Registration Statement that is not a Shelf RegistrationStatement, such which notice shall set forth the intended method of disposition of the securities proposed to be given not less than thirty registered by the Company in the Piggy-Back Registration. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Securities as each such Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 4 (30a) (a “Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days prior 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 expected date of filing of such Registration Statement. The Company shall, subject to the provisions of limitations set forth in Section 4(b) below), the Company shall thereupon include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on therein, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. The Participating Piggy-Back Holders shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

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

Right to Piggyback. If Following the expiration of the Lock-up Period, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities (other than pursuant to a Demand Registration or any registration effected pursuant to Form X-0, X-0 or any successor forms and other than a registration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or other 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 on Form S-4 or S-8 or a Registration Statement connection with a rights offeringcovering the sale of Registrable Securities) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice (but in no event less than twenty (20) calendar days prior to the proposed filing of such Registration Statement) to all holders of Registrable Securities of its intention to effect such offering a registration, setting forth (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 expected extent then known) the principal terms and conditions of such issuance, including the anticipated proposed offering price (or range of offering prices), the anticipated date of commencement the filing of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registrationand the number and type of securities to be registered, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company and shall, subject to the other provisions of this Section 4(b) below4.2, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within ten (10) calendar days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing receipt of the Registration Statement, as applicableCompany’s notice. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders No registration of Registrable Securities requesting effected under this Section 4.2 will relieve the Company of any of its obligations to include their effect registrations of Investor Registrable Securities or Other Registrable Securityholders requesting pursuant to include their Other Section 4.1 hereof. The election by any holder of Registrable Securities in such Piggyback Takedownnot 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 Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account (whether or not in combination with any other equity or debt security or otherwise) under the Securities Act (other than pursuant to a Demand Registration Statement or in connection with registration on Form S-4 or Form S-8 or a Registration Statement connection with a rights offeringany successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Investor Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice at least 20 days before the anticipated filing date to the Investor on behalf of the holders of the Investor Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholdersregistration. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Each such Company notice shall specify the approximate number of shares of Common Stock to be given not less than fifteen (15) Business Days prior registered. Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) Sections 3.2 and 3.3 below, the Company will include in such Piggyback Takedown, as applicable, registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Investor Registrable Securities with respect to which the Company has received from the Investor a written requests request for inclusion therein on or before within 15 days after the date delivery of such Company notice; provided that is three (3i) Business Days prior each seller must sell its Investor Registrable Securities to the expected date of commencement of marketing efforts underwriter or underwriters selected by the filing of Company in connection with such offering on the Registration Statement, same terms and conditions as applicable. Notwithstanding anything apply to the contrary contained hereinCompany and (ii) if, at any time after giving notice to the Investor of its intention to effect such registration, the Company may shall determine for any reason not to proceed with register any Piggyback Takedown upon written of its Common Stock under the Securities Act, the Company shall give notice to the Holders Investor on behalf of Registrable Securities requesting such sellers and, thereupon, shall be relieved of its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Investor Registrable Securities in connection with such Piggyback Takedownregistration and, except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the holders of Investor Registrable Securities in 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 Whenever the Company proposes to undertake the marketing register (including on behalf of a registered underwritten offering selling stockholder) any shares of its Capital Company Common Stock under the Securities Act (except for its own account (the registration of shares of Company Common Stock to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms or any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution, that would be required to be included in a Registration Statement on Form S-4 or S-8 or registration statement covering the sale of the Registrable Securities) at any time other than pursuant to a Registration Statement connection with a rights offering) or Demand Registration, and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), it will so notify MetLife in writing no later than the Company shall give prompt written earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of its intention to effect such offering exercise of other demand registration rights, or (a “Piggyback Takedown”ii) 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days days prior to the expected anticipated date of filing of such Registration Statementfiling. The Company shall, subject Subject to the provisions of Section 4(b) below3.2, the Company will include in such the Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on from MetLife within ten (10) Business Days after MetLife's receipt of the Company's notice. MetLife may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before the date that is three five (35) Business Days prior to the expected effective date of commencement of marketing efforts or the filing of the Registration StatementPiggyback Registration. The Company, as applicable. Notwithstanding anything MetLife and any person who hereafter become entitled to the contrary contained herein, register its securities in a registration initiated by the Company may determine not to proceed with any Piggyback Takedown upon written notice to shall sell their securities on 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 Takedownsame terms and conditions.

Right to Piggyback. If Subject to the last sentence of this subsection (i), whenever the Company proposes to undertake register any equity securities (or securities convertible into or exchangeable for, or options to acquire, equity securities) with the marketing of a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or Commission under the Act and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), other than pursuant to the Current Registration Statement, the Company shall will give prompt written notice to the holders of Registrable Securities, at least 30 days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price (a “Piggyback Takedown”) if available), the kind and number of securities proposed to all Holders of Registrable Securities be registered, the distribution arrangements and Other Registrable Securityholders. In such other information that at the case of a Piggyback Takedown that is an offering under a Shelf Registrationtime would be appropriate to include in such notice, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland will, subject to the provisions of Section 4(bsubsection (a)(ii) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 20 business days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing 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, as applicable. Notwithstanding anything Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the contrary contained herein, public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to be sold by the Company may determine not to proceed with and by 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 other person selling under such Piggyback TakedownRegistration.

Right to Piggyback. If the Company Corporation proposes to undertake the marketing of a registered underwritten offering register any shares of its Capital Stock common stock (or securities convertible into or exchangeable or exercisable for its own account common stock) (other than the "Common Stock") under the Act (a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering"Proposed Registration") or and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities as defined in Section 1.5.6 below (the “Requesting Holders”a "Piggyback Registration"), the Company shall Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallwill, subject to the provisions of Section 4(b) 1.1.2 below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on or before within fifteen (15) days after receipt of the date Corporation's notice; provided that, the maximum number of Registrable Securities that is three may be registered by TIG pursuant to any such Piggyback Registration (3the "TIG Maximum") Business Days prior shall not exceed the percentage of TIG's total Registrable Securities equal to the expected date percentage that the total number of commencement shares offered by the Corporation in the Proposed Registration bears to the total number of marketing efforts or the filing issued and outstanding shares of the Registration StatementCorporation. In the case of an underwritten offering, as applicable. Notwithstanding anything Registrable Securities with respect to which such 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 contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice same conditions applicable to the stock to be sold by the Corporation or by other persons selling under such Proposed Registration. Holders of Registrable Securities requesting will be entitled to include their Registrable Securities shares pursuant to this Section 1.1.1 in (A) demand registrations of any shareholder of the Corporation, or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown(B) registrations of the Corporation, other than a registration statement on Form S-4 or S-8.

Right to Piggyback. If at any time during the Registration Period the Company proposes to undertake file a registration statement under the marketing Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a registered firm commitment underwritten offering of its Capital Stock solely for cash for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 or a Registration Statement any successor forms thereto, or (ii) filed solely in connection with a rights offering) dividend reinvestment plan or for the account of any other stockholder employee benefit plan covering officers or stockholders directors of the Company not party hereto or its Affiliates), 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 (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or before any portion of the date that is three (3) Business Days Registrable Shares of such Holder from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration StatementStatement with respect to such Piggyback Registration and the Company does not exercise its right to abandon the Registration Statement under Section 3(c), as applicable. Notwithstanding anything the withdrawing Holders shall reimburse the Company for the portion of the SEC registration fee payable with respect to the contrary contained hereinRegistrable Shares so withdrawn and all other registration expenses allocable to such Registrable Shares of the types described in clauses (i), the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders (ii) and (vii) of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 6 hereof.

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

Right to Piggyback. If at any time, and from time to time, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders advisors of the Company or its Affiliates pursuant to a stock option, stock purchase or similar benefit plan, (c) an offering of rights solely to the Company’s existing securityholders or (d) relating solely to a transaction under Rule 145 under the Securities Act), whether or not party hereto for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company will give written notice (the “Requesting HoldersPiggyback Notice”)) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice will include the number and class of securities proposed to be registered, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and will offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be (a “Piggyback Registration”). The Company shall, subject to the provisions of Section 4(b) below, will include in such each Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three (3) within 5 Business Days prior to the expected date of commencement of marketing efforts or the filing after delivery of the Registration StatementPiggyback Notice, as applicable. Notwithstanding anything subject to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 3.2.

Right to Piggyback. If Whenever on or after the Start Date and prior to the Termination Date the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of Shares (other than the Investor), and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Investor of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein on or before from the date that is three Investor within 10 days after the Investor’s receipt of the Company’s notice (3) Business Days prior provided, without the consent of Man Group, in any registration initiated by Man Group pursuant to the expected date of commencement of marketing efforts or the filing Man Group Registration Rights Agreement, that only Registrable Shares of the Registration Statementsame 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 Piggyback Offering are Common Shares, as applicable. Notwithstanding anything to such Investor request may be contingent upon the contrary contained hereinInvestor’s conversion of Registrable Preferred Shares into such Common Shares being registered and, in such event, the Company may determine not 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 Takedown upon written notice Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the Holders of Registrable 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 requesting Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such a Piggyback TakedownRegistration.

Right to Piggyback. If Whenever the Company proposes to undertake register any shares of Common Stock with the marketing of a registered underwritten offering of its Capital Stock Securities and Exchange Commission (the "Commission") under the Act, for its own account or for the account of any of its security holders covering the sale of Common Stock (other than (a) a Registration Statement registration statement on Form S-4 or S-8 or (b) a registration statement filed in connection with an offer of securities solely to existing security holders or (c) a Demand Registration pursuant to Section 2.2 hereof), and the Registration Statement connection with a rights offering) or may be used for the account of any other stockholder or stockholders of Registrable Securities held by the Company not Stockholders party hereto to this Agreement (the “Requesting Holders”such registration a "Piggyback Registration"), the Company shall will give prompt written notice to all such Stockholders, at least 20 Business Days prior to the anticipated filing date, of its intention to effect such offering (a “Piggyback Takedown”) registration, which notice will specify the kind and number of securities proposed to all Holders of Registrable Securities be registered, the distribution arrangements and Other Registrable Securityholders. In such other information that at the case of a Piggyback Takedown that is an offering under a Shelf Registrationtime would be appropriate to include in such notice, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland will, subject to the provisions of Section 4(bsubsection (b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 Business Days after the effectiveness of the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public in a registration pursuant to this Section 2.1 on or before the date same terms and conditions as those applicable to the registration of shares of Common Stock to be sold by the Company and by any other Stockholder selling under such Piggyback Registration. [A Piggyback Registration shall not apply to any Equity Offering that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing initial Equity Offering of the Registration Statement, as applicable. Notwithstanding anything Company unless the securities of other selling security holders are to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in be included therein.] Each such Piggyback TakedownRegistration shall comply with the procedures set forth in Section 2.3 hereof.

Right to Piggyback. If After the consummation of an IPO or a Listing (should either one occur), if the Company proposes to undertake file any registration statement under the marketing Securities Act for the purposes of a registered underwritten public offering of its Capital Stock preferred equity securities (whether or not for sale for its own account (other than a Registration Statement and including, but not limited to, registration 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 or similar forms) (a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice to all the Shareholders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below‎2(b), use all commercially reasonable efforts to include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the receipt of the Company’s notice; provided, however, that the Company 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 or before the date that is three 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 within five (35) Business Days prior to the expected date anticipated effectiveness of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities such registration statement in such Piggyback Takedownconnection therewith.

Right to Piggyback. If Whenever the Company proposes to undertake register any securities under the marketing of a registered underwritten offering of its Capital Stock for its own account (Securities Act, other than pursuant to a Demand Registration Statement on Form S-4 or S-8 or under Section 3 (a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”"Piggyback Registration"), the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such offering a registration not later than the earlier to occur of (a “Piggyback Takedown”i) to all Holders the tenth day following receipt by the Company of Registrable Securities and Other Registrable Securityholders. In the case notice of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen exercise of other demand registration rights or (15ii) Business Days 45 days prior to the expected date of commencement of marketing efforts for such Piggyback Takedownanticipated filing date. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject Subject to the provisions of Section 4(bSections 4(c) belowand (d), the Company will include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten business days after the receipt by the applicable holder of Registrable Securities of the Company's notice. The holders of Registrable Securities will be permitted to withdraw all or before the date that is three (3) Business Days any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the expected date of commencement of marketing efforts or such Piggyback Registration becomes effective with the filing of SEC. If a Piggyback Registration is an underwritten offering effected under (i) Section 4(c), all Persons whose securities are included in the Piggyback Registration Statement, will be obligated to sell their securities on the same terms and conditions as applicable. Notwithstanding anything apply to the contrary contained herein, securities being issued and sold by the Company may determine not or (ii) Section 4(d), all Persons whose securities are included in the Piggyback Registration will be obligated to proceed with any Piggyback Takedown upon written notice sell their securities on the same terms and conditions as apply to the Holders of Registrable Securities requesting to include their Registrable Securities securities being sold by the Person or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Persons who initiated the Piggyback TakedownRegistration under Section 4(d).

Right to Piggyback. If at any time, and from time to time, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of equity securities (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders advisors of the Company or its Affiliates 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 party hereto for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company will give written notice (the “Requesting HoldersPiggyback Notice”)) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. Such notice will include the number and class of equity securities proposed to be registered, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration 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 Securities as each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be (a “Piggyback Registration”). The Company shall, subject to the provisions of Section 4(b) below, will include in such each Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three (3) within 5 Business Days prior to the expected date of commencement of marketing efforts or the filing after delivery of the Registration StatementPiggyback Notice, as applicable. Notwithstanding anything subject to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 3.2.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing register (including on behalf of a registered underwritten offering selling stockholder) any shares of its Capital Company Common Stock under the Securities Act (except for its own account (the registration of shares of Company Common Stock to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms or any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution, that would be required to be included in a registration statement covering the sale of the Registrable Securities) at any time other than pursuant to a Demand Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), it will so notify Buyer in writing no later than the Company shall give prompt written earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of its intention to effect such offering exercise of other demand registration rights, or (a “Piggyback Takedown”ii) 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days days prior to the expected anticipated date of filing of such Registration Statementfiling. The Company shall, subject Subject to the provisions of Section 4(b) below3.2, the Company will include in such the Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on from Buyer within ten (10) Business Days after Buyer's receipt of the Company's notice. Buyer may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before the date that is three five (35) Business Days prior to the expected effective date of commencement of marketing efforts or the filing of the Registration StatementPiggyback Registration. The Company, as applicable. Notwithstanding anything Buyer and any person who hereafter become entitled to the contrary contained herein, register its securities in a registration initiated by the Company may determine not to proceed with any Piggyback Takedown upon written notice to shall sell their securities on 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 Takedownsame terms and conditions.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If (i) the Shelf Registration Statement ceases to be effective at any time during the Required Period, (ii) there are Registrable Securities outstanding and (iii) the Company at any time proposes to undertake file a registration statement under the marketing Securities Act with respect to an offering (a “Piggyback Registration”) of a registered underwritten offering of its Capital any New Common Stock for its own account (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto or (c) relating solely to a Registration Statement connection with a rights offering) or for transaction under Rule 145 under the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of its intention to effect such offering (a the “Piggyback TakedownNotice”) of such proposed filing to all the 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) at least 10 Business Days prior before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration 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 provisions Holders with the opportunity to request to register such amount of Section 4(b) belowRegistrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The Company shall use its reasonable best efforts to include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three (3) within 5 Business Days prior after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the expected date provisions of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownArticle VI.

Right to Piggyback. If Commencing on the Company date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to undertake the marketing register any of a registered underwritten offering shares of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 shares of Common Stock underlying any option, warrant, or S-8 convertible debt or a Registration Statement connection with a rights offeringother security) or under the Securities Act (other than pursuant to the Demand Registration) and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company BCI has received written requests for inclusion therein on or before within 15 days after the date that is three (3) Business Days prior of its notice. Notwithstanding anything herein to the expected date contrary, BCI shall not be required to effect any registration of commencement Registrable Securities under this paragraph 2: (i) incidental to the registration of marketing efforts any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the filing of a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine is a primary registration on behalf of BCI (whether or not to proceed with underwritten) and BCI determines in its reasonable judgment that including 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 Takedownregistration will adversely effect such primary registration or BCI's objectives in connection therewith.

Right to Piggyback. If Whenever Common Shares of the Company proposes are to undertake be registered under the marketing of a registered underwritten offering of its Capital Stock for its own account Securities Act (other than pursuant to a Demand Registration Statement and other than pursuant to a registration statement on Form S-4 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 a Registration Statement connection with a rights offering) or any similar form for the account registration of any other stockholder Common Shares to be issued to benefit or stockholders incentive plans or arrangements, or successor forms) and the registration form to be used may be used for the registration of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall will give prompt written notice (and in any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s securities other than the Registrable Shares and at least 20 days prior to the filing of any registration statement) to the Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on or before within 10 days after the date Company’s notice has been given, subject to Sections 3(b) and 3(c) hereof. The Company will have the right to select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. If a Holder desires to include such Holder’s Registrable Shares in a Piggyback Registration that is three 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 (3) Business Days prior to the expected date of commencement of marketing efforts or the filing provided that such indemnities shall not be given by any subsidiary of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company where such subsidiary may determine not to proceed give such indemnity without being in breach of applicable law or with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities minimum solvency or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownliquidity regulation).

Right to Piggyback. If the Company Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock by and for its own the account of the Corporation (other than a Registration Statement registration statement (i) on Form S-4 X-0, Xxxx X-0 or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders dividend reinvestment plan), or any shareholder of the Company not party hereto (the “Requesting Holders”)Corporation, then, each such time, the Company Corporation shall give prompt written notice of its intention such filing not later than ten (10) days following the initial filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedown.have been effected pursuant to Section 2(b). ​

Right to Piggyback. If In the event that the Company does not then have an effective Registration 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 undertake the marketing of a registered underwritten offering of its Capital register Common Stock for its own account (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, (ii) a Registration Statement registration relating solely to employment benefit plans, or (iii) in connection with a rights offeringregistration the primary purpose of which is to register debt securities) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Sections 4(c) and Section 4(b4(d) belowhereof, shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within ten (310) Business Days after the delivery of the Company’s notice; provided that, notwithstanding anything in this Agreement to the contrary, no person (including any Holders) will have piggyback registration rights on any overnight block trade effected by Warburg Pincus; provided further that any such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts or the filing of the applicable Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownStatement becoming effective.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If the Company proposes to undertake file a ------------------ Registration Statement under the marketing of Securities Act with respect to a registered firm commitment underwritten public offering of its Capital Common Stock for its own account (other than a Registration Statement (i) on Form S-4 X-0, Xxxx X-0 or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for the account of any other stockholder or stockholders of its own account, then the Company not party hereto shall give written notice of such proposed filing to the Holders of Registrable Securities at least fifteen (15) days before the anticipated filing date (the “Requesting Holders”"Piggyback Notice"). The Piggyback Notice shall offer such Holders the opportunity to include in such Underwritten Offering such amount of Registrable Securities as each such Holder may request (a "Piggyback Underwritten Offering"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, Underwritten Offering all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within ten (310) Business Days prior days after notice has been given to the expected date applicable Holder (which request shall specify the intended method of commencement of marketing efforts or the filing of the Registration Statement, as applicabledistribution). Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the The Holders of Registrable Securities requesting shall be permitted to include their withdraw all or part of the Registrable Securities or Other Registrable Securityholders requesting from a Piggyback Underwritten Offering at any time prior to include their Other Registrable Securities in the effective date of such Piggyback TakedownUnderwritten Offering.

Right to Piggyback. If at any time the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of Shares (other than a Registration Statement registration statement (i) on Form S-4 X-0, X-0 or S-8 any successor form thereto or a Registration Statement (ii) filed solely in connection with a rights offering) or for the account of any other stockholder or stockholders an offering made solely to employees of the Company), whether or not for its own account, then the Company not party hereto will give written notice of such proposed filing to the holders of Registrable Securities promptly, but in any event at least 15 calendar days before the anticipated filing date. Such notice will offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 4(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for will include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on therein. The holders of Registrable Securities will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. If the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinCompany offers any securities for its own account in any Piggyback Registration, the Company may determine will be responsible for all Registration Expenses related to such Piggyback Registration. If the Company does not to proceed with offer any securities for its own account in a Piggyback Takedown upon written notice to the Holders Registration, all Registration Expenses shall be borne pro rata among all holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities whose Shares are being registered in such Piggyback TakedownRegistration based on the number of Registrable Securities included therein.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If at any time the Company proposes to undertake file a Registration Statement, whether or not for sale for the marketing Company's own account, on a form and in a manner that would also permit registration of a registered underwritten offering of its Capital Stock for its own account Registrable Securities (other than in connection with a Registration Statement registration statement on Form Forms S-4 or S-8 or a Registration Statement connection with a rights offering) any similar or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”successor form), the Company shall give prompt to Holders holding Registrable Securities, written notice of its intention such proposed filing at least twenty (20) days before the anticipated filing. The notice referred to effect in the preceding sentence shall offer Holders the opportunity to register such offering (a “Piggyback Takedown”) to all Holders amount of Registrable Securities and Other Registrable Securityholdersas each Holder may request (a "PIGGYBACK REGISTRATION"). In Subject to Section 4(b), 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 expected date of commencement of marketing efforts for Company will include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering Registration (and any related qualification under a Registration Statement that is not a Shelf Registrationstate blue sky laws and other compliance filings, such notice shall be given not less than thirty (30and in any underwriting involved therein) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within fifteen (15) days after the written notice from the Company is given. The Holders will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablesuch Piggyback Registration. Notwithstanding anything to the contrary contained hereinforegoing, the Company may determine will not be obligated to proceed with effect any Piggyback Takedown upon written notice to the Holders registration of Registrable Securities requesting under this Section 4 as a result of the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to include their Registrable Securities current holders of the Common Stock, rights offerings or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownoption or other employee benefit plans.

Right to Piggyback. If at any time the Company proposes to undertake file a Registration Statement, whether or not for sale for the marketing Company's own account, on a form and in a manner that would also permit registration of a registered underwritten offering of its Capital Stock for its own account Registrable Securities (other than in connection with a Registration Statement registration statement on Form Forms S-4 or S-8 or a Registration Statement connection with a rights offeringany similar or successor form) or for the account of any other stockholder or stockholders of the Company not party hereto shall give to Holders holding Registrable Securities, written notice of such proposed filing promptly, but in any case at least twenty (20) days before the “Requesting Holders”anticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"). Subject to Section 3(b), the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for will include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering Registration (and any related qualification under a Registration Statement that is not a Shelf Registrationstate blue sky laws and other compliance filings, such notice shall be given not less than thirty (30and in any underwriting involved therein) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within twenty (20) days after the written notice from the Company is given. The Holders will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablesuch Piggyback Registration. Notwithstanding anything to the contrary contained hereinforegoing, the Company may determine will not be obligated to proceed with effect any Piggyback Takedown upon written notice to the Holders registration of Registrable Securities requesting under this Section 3 as a result of the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to include their Registrable Securities current holders of the Common Stock, rights offerings or Other Registrable Securityholders requesting option or other employee benefit plans. The Company hereby agrees to include their Other Registrable Securities in file such Piggyback Takedowna Registration Statement within ninety (90) days of the date hereof so that the Holders shall be able to participate pursuant to this Section 3.

Right to Piggyback. If Subject to the Transfer Restrictions, if at any time, and from time to time, the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of equity securities (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto or (c) relating solely to a Registration Statement connection with a rights offering) or for transaction under Rule 145 under the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the Company shall give prompt written notice of its intention to effect such offering public under the Securities Act (a “Piggyback TakedownRegistration”), then the Company will give written notice (the “Piggyback Notice”) of such proposed filing to all the 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 at least five (155) Business Days prior before the anticipated filing date. Such notice will include the number and class of equity securities proposed to be registered, the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration 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 Securities as each Holder may request on the same terms and conditions as the registration of the Company’s or Other Holders’ securities, as the case may be. The Company shall, subject to the provisions of Section 4(b) below, will include in such each Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to the expected date of commencement of marketing efforts or the filing after delivery of the Registration StatementPiggyback Notice, as applicablesubject to Section 3.2. Notwithstanding anything to the contrary contained hereinin this Article III, the Company may determine will not be required to proceed with effect any Piggyback Takedown upon written notice Registration or to take any action pursuant to this Section 3.1 if any such actions would be contrary 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 TakedownTransfer Restrictions.

Right to Piggyback. If During the period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Act (other than a Registration Statement registration on Form S-4 or S-8 or a Registration Statement connection with a rights offeringany similar successor form) or and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Shares (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice to the Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other 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) if, at any time after giving written notice of its intention to register any securities but prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate or withdraw such registration, the Company shall give written notice of such determination to the Holders and the Company shall not be relieved of its obligation to register such Registrable Securities pursuant to this Section 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 before other holders of Registrable Securities for whose account securities are to be sold, as the date that is case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holders may elect in writing, not later than three (3) Business Days days prior to the expected date of commencement of marketing efforts or the filing effectiveness of the Registration Statementregistration statement filed in connection with such registration, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to sell the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in connection with such Piggyback Takedownregistration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration.

Right to Piggyback. If at any time after the 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 undertake file a Registration Statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock for its own account any class of equity securities (other than a Registration Statement registration statement (i) on Form S-4 S-4, X-0 xx any successor form thereto or S-8 or a Registration Statement (ii) filed solely in connection with a rights offering) or for the account of any other stockholder or stockholders an offering made solely pursuant to employee benefit plans of the Company or in connection with an acquisition of any Person), whether or not party hereto for its own account, then the Company will give written notice of the proposed filing to the Purchasers as soon as practicable but in any event at least 30 calendar days before the anticipated filing date of such Registration Statement, which such notice will offer to Purchasers the opportunity to register such amount of Registrable Securities as each Purchaser may request (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 4(b), the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such each Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received from any Purchaser written requests for inclusion therein on in that Piggyback Registration within 15 days of the giving of such notice. Purchasers will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablePiggyback Registration. Notwithstanding anything to the contrary contained herein, the The Company may determine not at any time terminate a Piggyback Registration in its sole discretion without liability, provided that the offering to proceed with 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 which such Piggyback TakedownRegistration relates shall be terminated in its entirety.

Right to Piggyback. If at any time the Company proposes to undertake file ------------------ a registration statement under the marketing Securities Act with respect to a public offering of Common Stock pursuant to a registered firm commitment underwritten offering (i) for the account of its Capital any persons holding Common Stock (other than Holders) or (ii) solely for cash for its own account (other than a Registration Statement registration statement (x) on Form S-4 or S-8 or a Registration Statement any successor forms thereto, or (y) filed solely in connection with a rights offering) dividend reinvestment plan or for the account of any other stockholder employee benefit plan covering officers or stockholders directors of the Company not party hereto or its Affiliates), 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 Securities as they may request (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on within ten days after notice has been given to the Holder. The Holder shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration; provided, however, that if such withdrawal -------- ------- occurs after the filing of the Registration StatementStatement with respect to such Piggyback Registration, as applicable. Notwithstanding anything the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownso withdrawn.

Right to Piggyback. If the Company proposes to undertake the marketing of file a registered underwritten Registration Statement in connection with a public offering of any of its Capital Stock securities and the registration form to be used may be used for its own account the registration of Registrable Securities (other than a Registration Statement on Form S-4 or S-8 Form S-8, or a Registration Statement any comparable successor form or form substituting therefor, or filed in connection with any exchange offer or an offering of securities solely to the Company’s existing equity holders) (a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration Statement”), whether or not for sale for its own account, then each such time the Company shall give prompt written notice of a proposed offering (a “Piggyback Notice”) to the Holders of its intention to effect such offering a registration at least twenty (a “Piggyback Takedown”20) 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 days prior to the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Piggyback Notice shall offer the Holders the opportunity to include in such Piggyback Registration Statement such amount of Registrable Securities as they may request (“Piggyback Registration”). The Company shallwill, subject to the provisions limitations set forth in Sections 3.3 and 3.4 of Section 4(b) belowthis Agreement, include in such Piggyback TakedownRegistration Statement (and related qualifications under blue sky laws) and the underwriting, as applicableif any, involved therein, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three within fifteen (315) Business Days prior to the expected date of commencement of marketing efforts or the filing days after receipt of the Registration StatementPiggyback Notice (five (5) days if the Company gives telephonic notice to all registered Holders, as applicablewith written confirmation to follow promptly thereafter). Notwithstanding anything to the contrary contained hereinabove, the Company may determine determine, at any time, not to proceed with 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 TakedownRegistration Statement.

Right to Piggyback. If If, at any time after January 1, 2003 and during the term of this Agreement, the Company proposes to undertake file a registration statement under the marketing of Securities Act with respect to a registered underwritten primary or secondary offering of any of its Capital Stock securities pursuant to a registration statement on which it is permissible to register the Registrable Securities for its own account sale to the public under the Securities Act (other than a Registration Statement registration statement (i) on Form S-4 or S-4, S-8 or a Registration Statement any successor form thereto, (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 an offering made solely to employees of the Company), then the Company will give prompt written notice (the "Notice") of such proposed filing to Doubletree. Such notice will offer Doubletree the opportunity to register on such registration statement (a rights offering"Piggyback Registration") or for such number of Registrable Securities as Doubletree may request ("Piggyback Rights"). Such request must be received at the account of any other stockholder or stockholders offices of the Company not party hereto within ten (10) business days of mailing the “Requesting Holders”)Notice. Subject to Section 2(b) hereof, the Company shall give prompt will use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities that Doubletree has so requested to be included in the Registration Statement; provided, however, if, at any time after giving written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities register 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 expected effective date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinStatement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon the registration, the Company may, at its election, give written notice of such determination to the Holders Doubletree, and thereupon, shall be relieved of Registrable Securities requesting its obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration. If such registration involves an Underwritten Offering, Doubletree must sell its Registrable Securities to the underwriters 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 If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes to undertake the marketing of a registered underwritten offering register or sell any of its Capital Stock for its own account securities under the Securities Act, including pursuant to 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, (ii) a Registration Statement registration relating solely to employment benefit plans, (iii) in connection with a rights offeringregistration the primary purpose of which is to register debt securities, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), whether or not for its own account, and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such 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 RegistrationRegistration reasonably in advance of (and in any event, such notice shall be given not less than fifteen at least ten (1510) Business Days prior to before) the expected anticipated filing date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration statement and, subject to the provisions terms of Section 4(bSections 3(c) belowand 3(d) hereof, shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days after the delivery of the Company’s notice; provided that any such other holder may withdraw all or part of its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownapplicable registration statement becoming effective.

Right to Piggyback. If at any time while any Registrable ------------------ Securities are outstanding the Company proposes and OPCO propose to undertake the marketing file a Registration Statement with respect to an Underwritten Offering of a registered underwritten offering of its Capital Stock Paired Shares solely for its own account cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or S-8 any successor form or a Registration Statement in connection with an exchange offer, (iii) in connection with a rights offeringoffering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) or for the account of any other stockholder or stockholders in connection with an offering solely to employees of the Company and OPCO or their 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 a primary offering of securities by the Company and/or OPCO), whether or not party hereto (the “Requesting Holders”)for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice of its intention such proposed filing at least ten (10) business days before filing. The notice referred to effect in the preceding sentence shall offer Holders the opportunity to register such offering (a “Piggyback Takedown”) to all Holders amount of Registrable Securities and Other Registrable Securityholdersas each Holder may request (a "Piggyback Registration"). 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 Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company and OPCO will include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has and OPCO have received written requests for inclusion therein on therein. The Holders will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

Right to Piggyback. If at any time during the Registration Period the Company proposes to undertake file a registration statement under the marketing Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a registered firm commitment underwritten offering of its Capital Stock solely for cash for its own account (other than a Registration Statement registration 7 8 statement (i) on Form S-4 or S-8 or a Registration Statement any successor forms thereto, or (ii) filed solely in connection with a rights offeringdividend reinvestment plan or employee benefit plan of the Company or its Affiliates) or for the account of any other stockholder or stockholders holder of securities of the same type as the Registrable Shares (to the extent that the Company not party hereto 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 effective date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (the “Requesting Holders”a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or before any portion of the date that is three (3) Business Days Registrable Shares of such Holder from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration StatementStatement with respect to such Piggyback Registration, as applicable. Notwithstanding anything the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownShares so withdrawn.

Right to Piggyback. If the Company at any time proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of any of its Capital Common Stock for its own account (other than a Registration Statement registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or S-8 any successor form thereto or (c) relating solely to a Registration Statement connection with a rights offering) or for transaction under Rule 145 under the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of its intention to effect such offering (a the “Piggyback TakedownNotice”) of such proposed filing to all Holders each Holder that beneficially owns 15% or more of Registrable Securities and Other Registrable Securityholders. In the case Common Stock of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) the Company at least 10 Business Days prior before the anticipated filing date. The Piggyback Notice shall include the number of shares of Common Stock proposed to be registered, the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected proposed date of filing of such Registration Statementregistration 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 Securities as each such Holder that beneficially owns 15% or more of the Common Stock of the Company may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “Piggyback Registration”). The Company shall, subject shall use its reasonable best efforts to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to for which the Company has received written requests for inclusion therein on or before the date that is three (3) within 5 Business Days prior after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the expected date provisions of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownArticle VI.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act (other than pursuant to any registration effected pursuant to Form S-0, X-0 or any successor forms and other than a Registration Statement on Form S-4 or S-8 or registration relating solely to the sale of securities to participants in a Registration Statement connection with Company plan, a rights offering) or for the account of any other stockholder or stockholders registration relating to a reorganization of the Company or other transaction under Rule 145 of the Securities Act, a registration on any form that does not party hereto 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) and the registration form to be used may be used for the registration of Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(bSections 2(c) and 2(d) below, include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 20 days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing receipt of the Registration Statement, as applicable. Notwithstanding anything to Company’s notice; provided that the contrary contained herein, the Company holders of a majority of Investor Registrable Securities may determine not to proceed with any Piggyback Takedown upon provide by written notice to the Holders Company that no holder of Registrable Securities requesting (including, without limitation, Investor Registrable Securities) will have the right to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration (in which case the Company need not give such notice or include any such Registrable Securities in such Piggyback Registration).

Right to Piggyback. If From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-4 or S-8 or S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S-4), or a registration effected in connection with a rights offering) or an acquisition), and the form of registration statement to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice (the "Notice") to all Investors of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior therein, subject to the expected date provisions of commencement of marketing efforts or Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the filing Company within 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, as applicable. Notwithstanding anything Statement pursuant to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon this Section 2.1 by giving written notice to the Holders Company of its request to withdraw. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities requesting which the holder is not then entitled to include their Registrable Securities offer to sell whether by contractual restriction or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownby law.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account (other than pursuant to a Registration Statement registration under the Securities Act on Form S-4 or S-8 or a Registration Statement connection with a rights offeringany successor forms) and the registration form or prospectus to be filed may be used for the account registration for distribution of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), whether 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 offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration or file such prospectus 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the receipt of the 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 registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to 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 registration involves an underwritten offering by the Company, all Holders requesting to have Registrable Securities included in the Company's registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. 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 date that is three (3) Business Days 30th day prior to the expected planned effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any related 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 TakedownRegistration.

Right to Piggyback. If Each time prior to the fifth anniversary of this Agreement that the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offeringpursuant to an Excluded Registration) or under the Securities Act for sale to the public (whether for the account of the Company or the account of any other stockholder or stockholders securityholder of the Company not party hereto (Company) and the “Requesting Holders”)form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice of its intention to effect such offering (a “Piggyback Takedown”) to all Holders each Holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such Shares (which notice shall be given not less than fifteen (15) Business Days days prior to the expected date of commencement the initial filing with the SEC of marketing efforts for the Company’s registration statement), which notice shall offer each such Piggyback TakedownHolder 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. In Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the case Company in writing (stating the number of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, shares desired to be registered) within twenty (20) days after the date of such notice from the Company. Any Holder shall be given not less than thirty have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.3(a) by giving written notice to the Company of such withdrawal on or before five (305) Business Days prior to the expected effective date of filing of such Registration Statementregistration statement. The Company shall, subject Subject to the provisions of Section 4(b2.3(b) below, the Company shall include in such Piggyback Takedownregistration statement all such Registrable Shares so requested to be included therein; provided, as applicablehowever, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed at any time withdraw or cease proceeding with any Piggyback Takedown upon written notice such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. If the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities registration statement in such Piggyback Takedownan Incidental Registration is to cover an underwritten offering, such Registrable Shares shall 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 From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-4 or S-8 or S8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S4), or a registration effected in connection with a rights offering) or an acquisition), and the form of registration statement to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice (the "Notice") to all Investors of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior therein, subject to the expected date provisions of commencement of marketing efforts or Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the filing Company within 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, as applicable. Notwithstanding anything Statement pursuant to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon this Section 2.1 by giving written notice to the Holders Company of its request to withdraw. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities requesting which the holder is not then entitled to include their Registrable Securities offer to sell whether by contractual restriction or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownby law.

Right to Piggyback. If the Company proposes to undertake file any ------------------ registration statement under the marketing Securities Act for purposes of a registered underwritten offering an Offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders securities of the Company (including, but not party hereto limited to, registration statements relating to secondary Offerings of securities of the 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 Securities Act) (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice to the Holders of its the Company's intention to effect such offering a registration (each, a “"Piggyback Takedown”Notice") 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(b) belowterms hereof, the Company will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within ten (10) days after the date of delivery of the Piggyback Notice; provided, however, that is three (3) Business Days if, at any time after ----------------- giving written notice of its intention to register any shares and, prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinStatement filed in connection with such registration, the Company may shall determine for any reason not to proceed with register any Piggyback Takedown upon such shares, the Company may, at its election, give written notice of such determination to the Holders requesting inclusion therein, and thereupon, the Company shall be relieved of Registrable Securities requesting any obligation to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such terminated registration. If the Piggyback TakedownRegistration is an underwritten Offering on behalf of the 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 underwriters and the Company.

Right to Piggyback. If From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account equity securities under the Securities Act (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-4 or S-8 or S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S-4), or a registration effected in connection with a rights offering) or an acquisition), and the form of registration statement to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice (the "Notice") to the Investor of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior therein, subject to the expected date provisions of commencement of marketing efforts or Section 1.3 and 1.4 hereof. Such requests for inclusion shall be in writing and delivered to the filing Company within 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, as applicable. Notwithstanding anything Statement pursuant to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon this Section 1.1 by giving written notice to the Holders Company of its request to withdraw. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities requesting which the holder would not be entitled to include their Registrable Securities offer to sell under such registration whether by contractual restriction or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownby law.

Right to Piggyback. If Whenever prior to the applicable Termination Date the Company proposes (i) to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of Shares, and the form of registration statement to be used may be used for any other stockholder registration of Registrable Shares or stockholders (ii) to sell Shares that have already been registered “off the shelf” by means of the Company not party hereto a prospectus supplement (the a “Requesting HoldersShelf Takedown”) (each a “Piggyback Event”), the Company shall give prompt written notice to the Investors of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback registration and/or Shelf Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing from any Investor within 20 days after such Investor’s receipt of the Registration Statement, Company’s notice (provided that only Registrable Shares of the same class or classes as applicablethe Shares being registered and/or taken-down may be included). Notwithstanding anything to the contrary contained herein, the The Company may determine not shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such registration and/or Shelf Takedown upon written notice for any reason at any time prior to the Holders pricing thereof. If the Company or any other Person other than the Investors proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Event. Notwithstanding the foregoing, no Investor will have any rights under this Section 3 in respect of Registrable Securities requesting an underwritten Shelf Takedown that has been requested by another Investor, and any such underwritten Shelf Takedown will be subject to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 4(c) hereof.

Right to Piggyback. If at any time the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock common equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form F-4 or any similar successor forms thereto), whether for its own account or otherwise (other than subject to the terms of this Agreement), and the registration form to be used may be used for any registration of Registrable Common Shares (a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting HoldersPiggyback Registration”), 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 offering a registration. Such Holders shall be entitled to participate in such Piggyback Registration on a pro-rata basis; provided that (a “x) at all times when NewCo owns shares of Class A capital stock of NewCo2, the Registrable Common Shares held by NewCo2 may be deemed to be, at the election of NewCo, part of the Registrable Common Shares requested by NewCo to be included in any Piggyback Takedown”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 Sections 4(b) and 4(c) hereof, the Company shall include in such Registration Statement all such Registrable Common Shares requested in writing by such Holders participating in such Piggyback Registration to be included therein. All requests made to the Company for registration of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering Common Shares under a Shelf Registration, such notice shall this Section 4(a) must be given not less than made within fifteen (15) Business Days prior to days after the expected date of commencement of marketing efforts for such Piggyback Takedownthe Company’s notice. In The Company may postpone or withdraw the case filing or the effectiveness of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include at any time in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownits sole discretion.

Right to Piggyback. If Whenever prior to the Termination Date the Company proposes (i) to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of Shares, and the form of registration statement to be used may be used for any other stockholder registration of Registrable Shares or stockholders (ii) to sell Shares that have already been registered “off the shelf” by means of the Company not party hereto a prospectus supplement (the a “Requesting HoldersShelf Takedown”) (each a “Piggyback Event”), the Company shall give prompt written notice to the Investor of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback registration and/or Shelf Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein on or before from the date that is three Investor within twenty (320) Business Days prior to days after the expected date of commencement of marketing efforts or the filing Investor’s receipt of the Registration Statement, Company’s notice (provided that only Registrable Shares of the same class or classes as applicablethe Shares being registered and/or taken-down may be included). Notwithstanding anything to the contrary contained herein, the The Company may determine not shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such registration and/or Shelf Takedown upon written notice for any reason at any time prior to the Holders pricing thereof. If the Company proposes to register an offering of Registrable any Shares for cash by the Company or for the account of any Person other than the Investor in an underwritten offering pursuant to a registration statement under the Securities requesting 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 include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such a Piggyback TakedownEvent.

Right to Piggyback. If Whenever, at any time following the Closing that the Investor holds a Qualifying Ownership Interest, the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account (securities, other than a Registration Statement on Form S-4 or S-8 registration pursuant to Section 1.1(a) or a Special Registration Statement connection with a rights offering) or (as defined below), and the registration form to be filed may be used for the account registration or qualification for distribution of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)Registrable Securities, the Company shall will give prompt written notice to the Investor of its intention to effect such offering a registration (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 but in no event less than fifteen (15) Business Days 10 business days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30anticipated filing date) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(b) below1.2(d), will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request by the Investor for inclusion therein within ten business days after the date of the Company's notice (a "Piggyback Registration"). In the event the Investor has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the date that is three (3) Business Days fifth business day prior to the expected planned effective date of commencement of marketing efforts such Piggyback Registration. The Company may terminate or the filing of the Registration Statement, as applicable. Notwithstanding anything withdraw any registration under this Section 1.2(a) prior to the contrary contained hereineffectiveness of such registration, whether or not the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting Investor has elected to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownregistration. "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, members of management, employees, consultants, customers, lenders or vendors of the Company or the Company Subsidiaries or in connection with dividend reinvestment plans.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If Whenever the Company proposes to undertake the marketing register any shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a registered underwritten offering of its Capital Stock Public Offering solely for cash (whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering“Company Registration”) or for the account of any other stockholder or stockholders of Person (other than the Company not party hereto Shareholders) possessing contractual demand registration rights (the a “Requesting HoldersShareholder Registration”)), other than pursuant to a Demand Registration or a Special Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall will give prompt written notice to the Shareholders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(b) below4.2(c), will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date of the Company’s notice (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 foregoing, a Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the date that is three fifth (35th) Business Days Day prior to the expected planned pricing date of commencement of marketing efforts such Piggyback Registration. The Company may terminate or the filing of the Registration Statement, as applicable. Notwithstanding anything withdraw any registration under this Section 4.2 prior to the contrary contained hereinpricing of such registration, whether or not the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting Shareholders have elected to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownregistration, and except for the obligation to pay Registration Expenses pursuant to Section 4.4, the Company will have no liability to the Shareholders in connection with such termination or withdrawal.

Right to Piggyback. If Following the IPO, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act (other than (i) pursuant to a Registration Statement Demand Registration, or (ii) in connection with registrations on Form S-4 F-4 or S-8 promulgated by the SEC or a Registration Statement connection with a rights offeringany successor or similar forms, if applicable) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to all Holders who hold Registrable Securities of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b) below3(c), shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities 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 Other Registrable Securities with respect to which the Company has received written requests by the relevant Holder(s) for inclusion therein on or before within fifteen days after the date that is three receipt by such Xxxxxx(s) of the Company’s notice (3) Business Days prior 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 so requested to register pursuant to any Piggyback Request, to the expected date of commencement of marketing efforts or extent required to permit the filing disposition of the Registration Statement, as applicableRegistrable Securities so requested to be registered. Notwithstanding anything There is no limitation on the number of Piggyback Requests pursuant to the contrary contained herein, this paragraph that the Company may determine not is required to proceed with 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 Takedowneffect.

Right to Piggyback. If at any time the Company proposes to undertake the marketing of a registered underwritten offering of its Capital Stock for its own account (other than file a Registration Statement on Form S-4 Statement, whether or S-8 or a Registration Statement connection with a rights offering) or not for sale for the account Company's own account, on a form and in a manner that would also permit registration of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)Registrable Securities, the Company shall give prompt to Xoom, written notice of its intention to effect such 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 proposed filing at least fifteen (15) Business Days prior days before the anticipated filing. The notice referred to in the preceding sentence shall offer Xoom the opportunity to register such amount of Registrable Securities as 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 expected date of commencement of marketing efforts 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 Piggyback Takedownunderwriting by the Company. In Subject to Section 2(b), the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on therein. Xoom will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicablesuch Piggyback Registration. Notwithstanding anything to the contrary contained Unless otherwise provided herein, the Company may determine will not be obligated to proceed with effect any Piggyback Takedown upon written notice to the Holders registration of Registrable Securities requesting under this Section 2 as a result of the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to include their Registrable Securities current holders of Common Stock, rights offerings or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedown.option or other employee benefit plans. 4 Registration Rights Agreement 3

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock under the Securities Act (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder one or more stockholders of the Company not party hereto Company, and the registration form to be used may be used for any registration of Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt (but in no event less than ten (10) calendar days before the anticipated filing date of such registration statement) written notice to all Holders of Registrable Securities of its intention to effect such offering a registration, which notice shall (a “Piggyback Takedown”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 to all Holders of Registrable Securities and Other the opportunity to register the same of such number of Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Securities as such notice shall be given not less than fifteen Holders may request in writing within five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing after receipt of such Registration Statementwritten notice from the Company. The Company shall, subject to the provisions of Section 4(bSections 2(d)(ii) belowand 2(d)(iii), include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to after the expected date receipt of commencement of marketing efforts the Company’s notice. The Company may postpone or withdraw the filing or the filing effectiveness of the a Piggyback Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with at any Piggyback Takedown time in its sole discretion upon written reasonable 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 Takedownany participating Holders.

Right to Piggyback. If Provided that the Stockholder holds Registrable Securities at such time, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock for its own account under the Securities Act (other than a Registration Statement registration statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) any successor forms to such forms), whether or not for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)sale for its own account, the Company shall will give prompt written notice of its intention such proposed filing to effect Stockholder at least thirty (30) days before the anticipated filing date. Such notice shall offer Stockholder the opportunity to register such offering amount of the Registrable Securities as it shall request (a “Piggyback TakedownRegistration”). Subject to Section 2(b) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date within fifteen (15) days after such notice has been received by Stockholder, provided, however, that is three (3if, at any time after giving written notice of its intention to register any Common Stock pursuant to this Section 2(a) Business Days and prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained hereinStatement filed in connection with such registration, the Company may shall determine for any reason not to proceed with any Piggyback Takedown upon register such Common Stock, the Company shall give written notice to the Holders Stockholder and, thereupon, shall be relieved of Registrable Securities requesting its obligations to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other register any Registrable Securities in connection with such registration. 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 part of the Shares from a Piggyback Registration at any time prior to the effective time of such Piggyback TakedownRegistration.

Right to Piggyback. If Following the effective date of the shelf ------------------ registration statement, if the Company proposes to undertake file a registration statement under the marketing of Securities Act with respect to a registered firm commitment underwritten public offering of its Capital Stock common stock, other than a registration statement (1) on Form S-4, Form S-8 or any successor forms or (2) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, whether or not for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders of account, then the Company not party hereto (shall give written notice of such proposed filing to the “Requesting Holders”)holders of registrable securities at least fifteen days before the anticipated filing date, the "piggyback notice". The piggyback notice shall offer such holder the opportunity to include in such underwritten offering such amount of registrable securities as such holder may request, a "piggyback underwritten offering." Subject to section 3(b) hereof, the Company shall give prompt written notice of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in each such Piggyback Takedown, as applicable, piggyback underwritten offering all Registrable Securities and all Other Registrable Securities registrable securities with respect to which the Company has received written requests for inclusion therein on within ten days after notice has been given to the applicable holder, which request shall specify the intended method of distribution. The holders of registrable securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days registrable securities from a piggyback underwritten offering at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownpiggyback underwritten offering.

Right to Piggyback. If Subject to the Company last sentence of this CLAUSE (A), whenever Holdings proposes to undertake register any shares of Common Stock (or securities exercisable or exchangeable for or convertible into, or options to acquire, Common Stock) with the marketing of a registered underwritten offering of its Capital Stock for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or Commission under the Securities Act and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the “Requesting Holders”a "PIGGYBACK REGISTRATION"), the Company shall Holdings will give prompt written notice to the Purchasers, at least 10 days prior to the anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering (a “Piggyback Takedown”) price, the kind and number of securities proposed to all Holders of Registrable Securities be registered, the distribution arrangements and Other Registrable Securityholders. In such other information that at the case of a Piggyback Takedown that is an offering under a Shelf Registrationtime would be appropriate to include in such notice, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland will, subject to the provisions of Section 4(bCLAUSE (B) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Holdings has received written requests for inclusion therein on or before within 5 days after the date effectiveness of Holding's notice; PROVIDED, that is three (3) Business Days prior to if the expected date of commencement of marketing efforts or the filing proceeds of the Registration Statementoffering are to be used by Holdings or Intermediate Holdings to redeem all of the Asset Bridge Notes, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine Holdings will not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting be required to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other any Registrable Securities in such Piggyback TakedownRegistration. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by Holdings and offered to the public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of Common Stock to be sold by Holdings and by any other Person selling under such Piggyback Registration.

Right to Piggyback. If Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Section 2(a) and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2(b).

Right to Piggyback. If at any time when there are Registrable Securities then outstanding and there is not an effective Registration Statement covering all of the Registrable Securities, the Company proposes to undertake the marketing of a registered underwritten offering register any shares of its Capital Stock equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), relating to an offering for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any one or more stockholders of the Company, and even if there is such an effective Registration Statement covering all of the Registrable Securities, in the event that such offering for the Company’s own account or for the account of other stockholder or stockholders of the Company not party hereto is to be underwritten (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt (but in no event less than ten (10) days before the anticipated filing date of such registration statement or such prospectus supplement) (a “Piggyback Registration Statement”) written notice to all Holders of its intention to effect such offering a registration or filing, which notice shall (a “Piggyback Takedown”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 to all Holders of Registrable Securities and Other the opportunity to register all or any portion of the Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Securities as such notice shall be given not less than fifteen Holders may request in writing within five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing after receipt of such Registration Statementwritten notice from the Company. The Company shall, subject to the provisions of Section 4(b) below2(c), include in such Piggyback Takedown, as applicable, registration or offering all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to after the expected date receipt of commencement of marketing efforts the Company’s notice. The Company may postpone or withdraw the filing or the filing effectiveness of the a Piggyback Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with at any Piggyback Takedown time in its sole discretion upon written reasonable 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 Takedownany participating Holders.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock under the Securities Act (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder one or more stockholders of the Company not party hereto Company, and the registration form to be used may be used for any registration of Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt (but in no event less than ten (10) days before the anticipated filing date of such registration statement) written notice to all Holders of Registrable Securities of its intention to effect such offering a registration, which notice shall (a “Piggyback Takedown”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 to all Holders of Registrable Securities and Other the opportunity to register the same of such number of Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Securities as such notice shall be given not less than fifteen Holders may request in writing within five (155) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing after receipt of such Registration Statementwritten notice from the Company. The Company shall, subject to the provisions of Section 4(bSections 2(d)(ii) belowand 2(d)(iii), include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three within five (35) Business Days prior to after the expected date receipt of commencement of marketing efforts the Company’s notice. The Company may postpone or withdraw the filing or the filing effectiveness of the a Piggyback Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with at any Piggyback Takedown time in its sole discretion upon written reasonable 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 Takedownany participating Holders.

Right to Piggyback. If at any time during the Registration Period the Company proposes to undertake file a registration statement under the marketing Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a registered firm commitment underwritten offering of its Capital Stock solely for its own account cash (other than a Registration Statement registration 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 relating solely to the sale of securities to participants in a stock or employee benefit plan and a Registration Statement connection with a rights offering) or registration permitted under Rule 462 of the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the account of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”same offering, and declared effective), the Company shall give prompt written notice of its intention such proposed filing to effect the Holders at least 15 days before the anticipated effective date. Such notice shall offer the Holders the opportunity to register such offering amount of Registrable Shares as they may request (a “"Piggyback Takedown”Registration"). Subject to Section 3(b) to all Holders of Registrable Securities and Other Registrable Securityholders. In hereof, the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein on within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or before any portion of the date that is three (3) Business Days Registrable Shares of such Holder from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration. Each Holder shall be entitled to two Piggyback Registrations pursuant to this Section 3.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock Class A Shares under the Securities Act for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any holder of Class A Shares (other stockholder than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S-8 or stockholders S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the issuance by the Company not party hereto of Class A Shares in the Ladder IPO (including, without limitation, pursuant to the terms of any over-allotment or “Requesting Holdersgreen shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice to all applicable holders of Registrable Shares of its intention to effect such offering (a “Piggyback Takedown”) to all Holders registration and of such holders’ rights under this Section 4(a). Upon the written request of any holder of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall be given not less than fifteen include in such registration (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, 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, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 20 days after the date receipt of the Company’s notice; provided that is three (3) Business Days any such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownapplicable registration statement becoming effective.

Right to Piggyback. If at any time while any Registrable Securities are outstanding the Company proposes and OPCO propose to undertake the marketing file a Registration Statement with respect to an Underwritten Offering of a registered underwritten offering of its Capital Stock Paired Shares solely for its own account cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or S-8 any successor form or a Registration Statement in connection with an exchange offer, (iii) in connection with a rights offeringoffering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) or for the account of any other stockholder or stockholders in connection with an offering solely to employees of the Company and OPCO or their 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 a primary offering of securities by the Company and/or OPCO), whether or not party hereto (the “Requesting Holders”)for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice of its intention such proposed filing at least ten (10) business days before filing. The notice referred to effect in the preceding sentence shall offer Holders the opportunity to register such offering (a “Piggyback Takedown”) to all Holders amount of Registrable Securities and Other Registrable Securityholdersas each Holder may request (a "Piggyback Registration"). 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 Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company and OPCO will include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has and OPCO have received written requests for inclusion therein on therein. The Holders will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

Right to Piggyback. If Whenever after an IPO the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act (other than pursuant to (i) a Demand Registration Statement or (ii) a registration on Form S-8 or S-4 or S-8 or a Registration Statement connection with a rights offeringany successor form solely of shares that have been issued pursuant to the Company's employee benefit plans) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the “Requesting Holders”a "Piggyback Registration"), the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests (which shall specify the number of Registrable Securities intended to be disposed of by such holder) for inclusion therein on or before within twenty (20) days after the date receipt of the Company's notice; provided, that is three (3A) Business Days prior if such registration involves an underwritten offering to the expected date of commencement of marketing efforts or the filing of the Registration Statementpublic, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders all holders of Registrable Securities requesting to include be included in the Company's registration must sell their Registrable Securities or Other to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice 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 registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all holders of Registrable Securityholders requesting Securities and, thereupon, shall be relieved of its obligation to include their Other register any Registrable Securities in connection with such Piggyback Takedownregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of holders under Section 1.

Right to Piggyback. If at any time while any Registrable ------------------ SecuritiesSecurities are outstanding the Company proposes and OPCO propose to undertake the marketing file a Registration Statement with respect to an Underwritten Offering of a registered underwritten offering of its Capital Stock Paired Shares solely for its own account cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or S-8 any successor form or a Registration Statement in connection with an exchange offer, (iii) in connection with a rights offeringoffering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) or for the account of any other stockholder or stockholders in connection with an offering solely to employees of the Company and OPCO or their 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 a primary offering of securities by the Company and/or OPCO), whether or not party hereto (the “Requesting Holders”)for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice of its intention such proposed filing at least ten (10) business days before filing. The notice referred to effect in the preceding sentence shall offer Holders the opportunity to register such offering (a “Piggyback Takedown”) to all Holders amount of Registrable Securities and Other Registrable Securityholdersas each Holder may request (a "Piggyback Registration"). 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 Subject to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Company and OPCO will include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has and OPCO have received written requests for inclusion therein on therein. The Holders will be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or the filing of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownRegistration.

Right to Piggyback. If Following the consummation of the Merger Agreement, whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account securities under the Securities Act (other than (i) pursuant to a Registration Statement Demand Registration, (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 Statement connection with registration on any form that does not include substantially the same information as would be required to be included in a rights offeringregistration statement covering the sale of Registrable Securities) or and the registration form to be used may be used for the account registration of any other stockholder or stockholders of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), 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 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions terms of Section 4(b3(c) belowand Section 3(d), shall include in such Piggyback Takedown, as applicable, Registration (and in all Registrable Securities related registrations or qualifications under blue sky laws and in any related underwriting) all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing within 20 days after delivery of the Company’s notice. A Piggyback Registration Statementshall not be considered a Demand Registration or a Shelf Offering Request for purposes of Section 2; provided, as applicable. Notwithstanding anything that at any time in which the Shelf Registration Statement pursuant to Section 2(c)(i) is effective, Section 3 shall be inapplicable in respect of any primary Registration of offering thereunder of securities by the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownCompany.”

Right to Piggyback. If Subject to the last sentence of this subsection (1), whenever the Company proposes to undertake 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 marketing of a registered underwritten offering of its Capital Stock for its own account Securities and Exchange Commission (the "Commission") under the Securities Act (other than a Registration Statement (A) registrations on Form S-4 or Form S-8 or a Registration Statement connection with a rights offeringand (B) or the registration of the Recapitalization Shares (as hereinafter defined) pursuant to subsection (c) below) and the registration form to be used may be used for the account of any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the “Requesting Holders”as defined in subsection (k) below) (a "Piggyback Registration"), the Company shall will give prompt 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 (a “Piggyback Takedown”) price, the kind and number of securities proposed to all Holders of Registrable Securities be registered, the distribution arrangements and Other Registrable Securityholders. In such other information that at the case of a Piggyback Takedown that is an offering under a Shelf Registrationtime would be appropriate to include in such notice, such notice shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland will, subject to the provisions of Section 4(bsubsection (a)(2) below, include in such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within fifteen (15) business days after the date that is three (3) Business Days prior 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 timely received will be registered by the Company and offered to the expected date of commencement of marketing efforts or the filing of the public in a Piggyback Registration Statement, pursuant to this Section 4 on terms and conditions at least as applicable. Notwithstanding anything favorable as those applicable to the contrary contained herein, registration of shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold by the Company may determine not to proceed with and by 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 other person selling under such Piggyback TakedownRegistration.

Right to Piggyback. If Whenever prior to the Termination Date the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form S-8 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of Shares (other than the Investor), and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Investor of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein on or before from the date that is three (3) Business Days prior to Investor within 10 days after the expected date of commencement of marketing efforts or the filing Investor’s receipt of the Registration Statement, Company’s notice (provided that only Registrable Shares of the same class or classes as applicablethe Shares being registered may be included). Notwithstanding anything to the contrary contained herein, the The Company may determine not shall have no obligation to proceed with any Piggyback Takedown upon written notice Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the Holders 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 offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration, respectively. Notwithstanding the 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 Securities requesting to include their Registrable Securities Shares concurrently with an OPS by the Company or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Takedownan OPV for the account of one or more holders of Shares (other than the Investor).

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 proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock or other securities under the Securities Act for sale to the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder shareholders or stockholders of both (except with respect to registration statements on Form S- 8 or another form not available for registering the Company not party hereto Piggyback Registrable Shares for sale to the public) (the “Requesting Holders”a "Piggyback Registration"), the Company shall will promptly (but in any event within 30 days) give prompt written notice to NWI Group of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such registration all Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 15 days after the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing receipt of the Company's notice (a "Piggyback Registration StatementRequest"); provided, as applicable. Notwithstanding anything to the contrary contained hereinhowever, that -------- ------- the Company may determine shall not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting be required to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other 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 inclusion would make the use of such form unavailable. In the event that any Piggyback Registration 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 TakedownRegistrable 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 open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances.

Right to Piggyback. If At any time after the date hereof, whenever the Company proposes to undertake register voting ordinary shares, par value $1.00 per share, of the marketing of Company (“Common Shares”) (other than the Mandatory Shelf Registration Statement or a registered underwritten offering of its Capital Stock registration on Form S-4 or a registration relating solely to employee benefit plans), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder one or stockholders more securityholders of the Company not party hereto (Company, and the “Requesting Holders”)registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, 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 offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, will include in such Piggyback Takedown, as applicable, registration all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein within fifteen (15) days after the date of the Company’s notice (a “Piggyback Registration”). Once a Shareholder has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the date that is three fifth (35th) Business Days day prior to the expected anticipated effective date of commencement of marketing efforts such Piggyback Registration. The Company may terminate or the filing of the Registration Statement, as applicable. Notwithstanding anything withdraw any registration initiated by it and covered by this Section 3 prior to the contrary contained hereineffectiveness of such registration, the Company may determine whether or not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting a Shareholder has elected to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 3(c) the Company will have no liability to any Shareholder in connection with such termination or withdrawal. A Piggyback TakedownRegistration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement.

Right to Piggyback. If If, during the 30 months following the Closing Date, the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Stock for its own account (securities, other than a Special Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or (as defined below), and the registration form to be filed may be used for the account registration or qualification for distribution of any other stockholder or stockholders of the Company not party hereto (the “Requesting Holders”)Securities, the Company shall will give prompt written notice to the Purchasers of its intention to effect such offering a registration (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 but in no event less than fifteen (15) Business Days 15 days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30anticipated filing date) Business Days prior to the expected date of filing of such Registration Statement. The Company shalland, subject to the provisions of Section 4(b) below4.15(e), will include in such Piggyback Takedownregistration all Warrant Shares, as applicable, all Registrable Securities Dividend Shares and all Other Registrable Securities Redemption Shares with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date of the Company’s notice (a “Piggyback Registration”). Any such person that has 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 Company and the managing underwriter, if any, on or before the date that is three fifth (35th) Business Days business day prior to the expected planned effective date of commencement such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 4.15(b) prior to the effectiveness of marketing efforts such registration, whether or not the filing 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, members of management, employees, consultants, customers, lenders or vendors of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed or its direct or indirect Subsidiaries or in connection with 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 Takedowndividend reinvestment plans.

Right to Piggyback. If Whenever prior to the applicable Termination Date the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of Shares, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Shares (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to the Investors of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(bSections 3(b) belowand 3(c), shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities Shares with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three (3) Business Days prior to the expected date of commencement of marketing efforts or the filing from any Investor within 10 days after such Investor’s receipt of the Registration Statement, Company’s notice (provided that only Registrable Shares of the same class or classes as applicablethe Shares being registered may be included). Notwithstanding anything to the contrary contained herein, the The Company may determine not shall have no obligation to proceed with any Piggyback Takedown upon written notice Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the Holders 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. Notwithstanding the foregoing, no Investor will have any rights under this Section 3 in respect of Registrable Securities requesting an underwritten Shelf Takedown that has been requested by another Investor, and any such underwritten Shelf Takedown will be subject to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownSection 4(c) hereof.

Right to Piggyback. If the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock Registrable Securities, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a Registration Statement registration statement (i) on Form S-4 F-4, Form F-8 or S-8 any successor forms thereto or a Registration Statement connection (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or with a rights offering) or for the account respect to an issuance of any other stockholder or stockholders of shares by the Company not party hereto (to the “Requesting Holders”)extent required to comply with immediate legal or regulatory requirements or to meet the Optimal Regulatory Capital, then the Company shall give prompt written notice of its intention such filing no later than five business days prior to effect such offering the filing date (a “the "Piggyback Takedown”Notice") to all Holders of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities and Other Registrable Securityholdersas each such holder may request (each, a "Piggyback Registration"). In Subject to Section 4.07(b), the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice Company shall be given not less than fifteen (15) Business Days prior to the expected date of commencement of marketing efforts for include in each such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before the date that is three (3each a "Piggyback Request") Business Days prior within 10 business days after notice has been given to the expected date of commencement of marketing efforts or applicable holder. The Company shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (x) 180 days after the contrary contained herein, effective date thereof and (y) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

Right to Piggyback. If the Company Corporation proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Common Stock by and for its own the account of the Corporation (other than a Registration Statement registration statement (i) on Form S-4 X-0, Xxxx X-0 or S-8 any successor forms thereto or a Registration Statement (ii) filed solely in connection with a rights offering) an exchange offer or for the account of any other stockholder employee benefit or stockholders dividend reinvestment plan), or any shareholder of the Company not party hereto (the “Requesting Holders”)Corporation, then, each such time, the Company Corporation shall give prompt written notice of its intention such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to effect all of the holders of Registrable Securities. The Piggyback Notice shall offer such offering holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback TakedownRegistration”) ). Subject 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) belowhereof, the Corporation shall include in each such Piggyback Takedown, as applicable, Registration all Registrable Securities and all Other Registrable Securities with respect to which the Company Corporation has received written requests for inclusion therein on within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or before part of the date that is three (3) Business Days Registrable Securities from a Piggyback Registration at any time prior to the expected effective date of commencement of marketing efforts or such Piggyback Registration. The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement, as applicable. Notwithstanding anything Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the contrary contained herein, effective date thereof and (ii) consummation of the Company may determine not to proceed with any Piggyback Takedown upon written notice to distribution by the Holders holders of the Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities included in such Piggyback TakedownRegistration Statement.

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

Right to Piggyback. If at any time the Company proposes to undertake file a registration statement under the marketing of a registered underwritten Securities Act with respect to an offering of its Capital Stock any class of equity securities, whether or not for its own account account, including a Shelf Registration Statement (other than a Registration Statement registration statement on Form S-4 X-0, Xxxx X-0 or S-8 any applicable successor forms thereto or a Registration Statement filed solely in connection with a rights offering) an offering made solely to then-existing stockholders or for the account of any other stockholder or stockholders employees of the Company not party hereto or a 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 pursuant to a Demand Registration, then the Company will give written notice (the “Requesting HoldersPiggyback Notice”) of such proposed filing to each Qualifying Holder at least fifteen (15) days (or, in the case of a “bought deal”, 24 hours) before the anticipated filing date 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 will offer each Qualifying Holder the opportunity to register such amount of Registrable Securities as such Qualifying Holder may request (a “Piggyback Registration”). Subject to Section 7.4.2, the Company shall give prompt written notice of use its intention reasonable best efforts to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in the Piggyback Registration all such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities securities with respect to which the Company has received written requests for such inclusion therein on or before within twenty (20) days (or, in the date that is three (3case of a “bought deal”, 24 hours) Business Days prior to the expected date of commencement of marketing efforts or the filing after delivery of the Registration Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback TakedownNotice.

Right to Piggyback. If For so long as a Holder holds any Registrable Securities, in the event the Registration Statement covering all Registrable Securities is not effective, whenever the Company proposes to undertake register any Shares under the marketing of Securities Act (other than on a registered underwritten offering of its Capital Stock 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 on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of one or more holders of securities, and the form of registration statement to be used may be used for any other stockholder or stockholders registration of the Company not party hereto Registrable Securities (the a “Requesting HoldersPiggyback Registration”), the Company shall give prompt written notice to such Holders of its intention to effect such 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration Statement. The Company shallregistration and, subject to the provisions of Section 4(b) belowSections 3.2 and 3.3, shall include in such Piggyback Takedown, as applicable, registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities and all Other Registrable Securities with respect to which the Company has received a written requests request for inclusion therein on or before the date that is three from a Holder within ten (310) Business Days prior to the expected date of commencement of marketing efforts or the filing days after such Holder’s receipt of the Registration StatementCompany’s notice or, in the case of a primary offering, such shorter time as applicable. Notwithstanding anything to the contrary contained herein, is reasonably specified by the Company may determine not in light of the circumstances. The Company shall have no obligation to proceed with any Piggyback Takedown upon Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the 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 Holders Company of such request to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. No registration effected under this Section 3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities requesting under Article II and no registration effected pursuant to include their Registrable Securities or Other Registrable Securityholders requesting this Section 3 shall be deemed to include their Other Registrable Securities in such Piggyback Takedownhave been effected pursuant to Section 2.2.

Right to Piggyback. If Whenever the Company proposes to undertake the marketing of a registered underwritten offering register any of its Capital Common Stock under the Securities Act for its own account (other than a Registration Statement on Form S-4 or S-8 or a Registration Statement connection with a rights offering) or for the account of any other stockholder or stockholders holder of the Company not party hereto 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 which is to register debt securities, i.e., in connection with a so-called “Requesting Holdersequity kicker”) (a “Piggyback Registration”), the Company shall will give prompt written notice to all Holders of its intention to effect such offering (a “Piggyback Takedown”) to all Holders of Registrable Securities registration 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 expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than thirty (30) Business Days prior to the expected date of filing of such Registration StatementHolders’ rights under this Section 3(a). The Upon the written request of any Holder, the Company shall, shall include in such registration (subject to the provisions of this Agreement) all Registrable Securities requested to be registered pursuant to this Section 4(b3(a), subject to Section 3(b) or 3(c), below, include in such Piggyback Takedown, as applicable, all Registrable Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein on or before within 20 days after the date receipt of the Company’s notice; provided, that is three (3) Business Days any such other Holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the expected date of commencement of marketing efforts or applicable registration statement becoming effective. Notwithstanding the filing foregoing, no Registrable Securities shall be included in the Initial Public Offering without the prior written consent of the Registration Statement, as applicableholders of a majority of the BRS Registrable Securities. Notwithstanding anything In the event the holders of a majority of the BRS Registrable Securities consent to the contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders inclusion of Registrable Securities requesting in the Initial Public Offering, then the Holders shall be entitled to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities securities in such Piggyback Takedownregistration as provided in this Section 3.