Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Each time BBUC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Parent proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian the Securities Laws or U.S. Securities Laws Act for sale to the public or sell equity securities pursuant to a previously effective Shelf Registration (whether for the account of BBUC Parent or the account of any securityholder security holder of BBUC or Parent) (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC Parent shall give prompt written notice to each Holder of Registrable SharesSecurities (which notice shall be given not less than (x) ten (10) Business Days prior to the anticipated filing date of Parent’s registration statement and (y) not less than five (5) Business Days prior to the filing of a preliminary prospectus supplement in the case of a Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares Securities in such Registration Statement, registration statement or Shelf Registration or Prospectus, as applicableRegistration, subject to the limitations contained in Section 2.2.2 hereof. Each such Holder who desires to have its Registrable Shares Securities included in such Registration Statement, registration statement or Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing give written notice to Parent (stating the number of Registrable Shares shares desired to be registered) within three ten (310) days Business Days after the date of such notice from BBUC Parent; provided that such notice shall be given within five (or within one (15) Business Day Days after the date of such notice from Parent in the case of a “bought deal” financing)Shelf Registration. Any notice given by a Holder pursuant to the preceding sentence shall be treated as a Notice of Exchange (as defined in the Exchange Agreement and subject to all of the terms thereof) in respect of all Registrable Securities requested to be included in the Piggyback Registration. Any such Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares Securities in any Registration Statement, registration statement or Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC Parent of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offeringwithdrawal. Subject to Section 2.2.2 below, BBUC Parent shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, registration statement all such Registrable Shares Securities so requested to be included therein; provided, however, that BBUC Parent may at any time withdraw or cease proceeding with any such registration statement or sale Shelf Registration if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered registered. Notwithstanding anything to the contrary in this Section 2.2.1, Parent shall have no obligation to provide notice of or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning effect a proposed Piggyback Registration with respect to any Holder of Registrable Securities who at such time is not permitted due to the restrictions set forth in the Exchange Agreement to effect an Exchange (as defined therein); provided, that clause (y) of the proviso in Section 2.01(a) with respect to the Minimum Amount (as defined in the Exchange Agreement) shall not apply to any Exchange to the extent the amount of a Holder’s Registrable Securities included in a Piggyback Registration is reduced pursuant to this Section 2.2.1 until such information becomes available in the public domain2.2.2.

Right to Piggyback. Each time BBUC If Premier or any other Person that has demand registration rights (a “Third Party Holder”) proposes to (a) register any shares of its equity securities Class A Common Stock under the Securities Act (other than pursuant to an Excluded Registration) under Canadian Securities Laws a registration on Form S-4 or U.S. Securities Laws S-8, or any successor or other forms promulgated for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”similar purposes), BBUC shall Premier will, at each such time, give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Limited Partners of its intention to so register such shares of Class A Common Stock and of the Limited Partners’ rights under this Agreement. Upon the written request of any Limited Partner made within 15 Business Days after the receipt of any such notice (which request shall specify the Registrable Shares in Securities intended to be disposed of by such Registration Statement, Shelf Registration or Prospectus, as applicableLimited Partner), subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day applicable vesting restrictions set forth in the case LP Agreement, Premier will use its reasonable efforts to effect the registration under the Securities Act of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s all Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares Securities which Premier has been so requested to be included thereinregister by the Limited Partners; provided, however, that BBUC may (A) if, at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Premier or cease proceeding such Third Party Holder shall determine for any reason not to proceed with the proposed registration of the securities to be sold thereby, Premier may, at its election, give written notice of such determination to each Limited Partner and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration and (B) if such registration involves an underwritten offering, all Limited Partners requesting to be included in the registration of Premier or sale if it such Third Party Holder shall at enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by Premier or such Third Party Holder on substantially the same time withdraw terms and conditions as apply to Premier or cease proceeding such Third Party Holder, with the registration such differences, including with respect to indemnification as may be customary or sale of all other equity securities originally proposed to be registered or soldappropriate in combined primary and secondary offerings. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to The registrations provided for in this Section 2.2.1 until such information becomes available 2(c) are in the public domainaddition to, and not in lieu of, registrations made in accordance with Section 2(a) and 2(b).

Right to Piggyback. Each time BBUC Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to (a) register any file a registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its equity securities own account (other than pursuant to a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an Excluded Registration) under Canadian Securities Laws exchange offer or U.S. Securities Laws for sale any employee benefit or dividend reinvestment plan), then, each such time after the Initial Public Offering, the Corporation shall give prompt written notice of such filing no later than ten days prior to the public filing date (whether for the account “Piggyback Notice”) to all of BBUC 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 account number of any securityholder of BBUC or Registrable Securities as each such holder may request (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to Section 4(b) hereof, BBUC the Corporation shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer include in each such Holder Piggyback Registration all Registrable Securities with respect to which the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject Corporation has received written requests for inclusion therein within ten days after notice has been given to the limitations contained in Section 2.2.2 hereofapplicable holder. Each Holder who desires The Corporation shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Shares Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Shelf Registration (i) in connection with a Demand Notice for an Initial Public Offering in which the Sponsor Investor Shareholder is selling (or Prospectuscausing to be sold) shares of Common Stock beneficially owned by it in any such Initial Public Offering on a secondary basis, as applicable, the Corporation shall so advise BBUC be required to deliver a Piggyback Notice and in writing (stating the number such event all such holders of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder Securities shall have the right to withdraw participate in such Holder’s request for inclusion offering on a pro rata basis (based on the number of shares of Common Stock the Sponsor Investor Shareholder is proposing to sell in such Holder’s Registrable Shares Initial Public Offering) with the Sponsor Investor Shareholder (it being understood that in connection with any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request Initial Public Offering in which the Sponsor Investor Shareholder is made prior to the execution of an underwriting agreement not selling (or similar agreementcausing to be sold) shares of Common Stock beneficially owned by it on a secondary basis, no such Piggyback Notice need be sent) and (ii) no member of senior management who has been provided with respect piggyback rights shall be permitted to exercise such offering. Subject to Section 2.2.2 belowrights (x) in connection with an Initial Public Offering, BBUC shall include unless the Sponsor Investor Shareholder consents thereto in writing, and (y) in connection with any other Public Offering, unless the Sponsor Investor Shareholder is selling Registrable Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domaintransaction.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to an Excluded Registration) under Canadian Securities Laws a Demand Registration or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Prospectus is expressly being utilized to effect such saleOffering shall be governed by Section 2, (clause ii) in connection with the issuance by the Company of Class A Shares in the IPO (aincluding, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or (vi) pursuant to the Required Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice to each Holder all holders of Registrable Shares, which notice shall offer each such Holder the opportunity securities subject to include any or all registration rights of its Registrable Shares in intention to effect such Piggyback Registration Statement, Shelf Registration or Prospectus, as applicableand, subject to the limitations contained in terms of Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement3(c) and Section 3(d), Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all securities with respect to this Section 2.2.1 until such information becomes available in which the public domainCompany has received written requests for inclusion therein within 20 days after delivery of the Company’s notice.

Right to Piggyback. Each If at any time BBUC after consummation of the IPO the Corporation proposes to (a) register any equity securities under the Securities Act in connection with the public offering of its equity such securities (other than pursuant a registration relating to an Excluded employee or director benefit plans or a corporate reorganization, mergers or acquisition, or a registration on any form that does not permit inclusion of sales of Registrable Securities), whether such offering is a primary offering by the Corporation or a secondary offering by holders of the Corporation's securities or both (a "Piggyback Registration) under Canadian "), the Corporation will give written notice to all holders of Registrable Securities Laws or U.S. Securities Laws for sale of its intention to effect such a registration as soon as practicable, but in no event less than 20 days prior to the public (whether for anticipated filing date of the account initial registration statement related thereto; provided, that such notice shall indicate the number of BBUC or shares proposed to be registered, the account proposed means of any securityholder distribution of BBUC or (b) sell any such securities and the proposed managing underwriters of its equity securities (other than pursuant such offering, if any. Subject to an Excluded Registrationthe provisions of Sections 4(b) and (c), the Corporation will include in such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within 20 days after delivery of the Corporation's notice. The holders of Registrable Securities will be permitted to withdraw all or any part of such holder's Registrable Securities from a Shelf Piggyback Registration or Shelf Prospectus at any time prior to the date such Piggyback Registration becomes effective with the SEC; provided, however, if the Piggyback Registration is expressly being utilized to effect an underwritten offering and there is an underwriting agreement in place, the holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the managing underwriters for such sale, offering. If a Piggyback Registration is an underwritten offering effected (clause (ai) and (b) are each referred to as a “Piggyback Registration”under Section 4(b), BBUC all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at any time after giving written notice of a Piggyback Registration but prior to the effective date of the registration statement filed in connection therewith, the Corporation shall determine for any reason not to register the securities described in its notice of its intention to file a registration statement, the Corporation shall give prompt written notice of such determination to each Holder the holders of Registrable Shares, which notice Securities and thereupon shall offer each such Holder the opportunity to include any or all be relieved of its obligation to register any Registrable Shares Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainregistration.

Right to Piggyback. Each time BBUC The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to (a) register any of its equity securities (file a registration statement, other than pursuant to an Excluded RegistrationSection 1(a) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether above, for the account registration of BBUC or the account of any securityholder of BBUC or (b) sell any shares of its equity securities Common Stock in connection with an underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Holders of Registrable Securities, NationsRent will, prior to such filing, give fifteen (other than pursuant to an Excluded Registration15) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt days prior written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Shares in intention to do so and, upon the written request of the Holders given within ten (10) days after receipt of such Registration Statementnotice, Shelf Registration or Prospectus, as applicableNationsRent shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires terms of this Agreement, use its best reasonable efforts to have its cause the Registrable Shares included in Securities which NationsRent has been requested to register by such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired Holders to be registered) within three (3) days registered under the Securities Act to the extent necessary to permit their sale. 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, NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, NationsRent may, at its election, give written notice from BBUC of such determination to each Holder and, thereupon, (or within one (1i) Business Day in the case of a “bought deal” financingdetermination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a registration under Section 1(a), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve NationsRent of its obligation to effect any registration upon request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to under Section 2.2.2 below1(a), BBUC nor shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed hereunder be deemed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration have been effected pursuant to this Section 2.2.1 until such information becomes available in the public domain1(a).

Right to Piggyback. Each From and after the effective date of this Agreement until such time BBUC as none of the Covered Securities remain subject to the provisions of the Escrow Agreement, whenever the Company proposes to (a) register any class of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws common stock for sale to under the public (whether Securities Act of 1933, as amended, for its own account or for the account of BBUC or the account of any securityholder of BBUC or (b) sell any holder of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice to PFS and each Holder of Registrable Shares, which notice shall offer each the Frost Group Shareholders of its intention to effect such Holder a registration and will provide the Frost Group Shareholders and PFS the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicableregistration up to one-half of the class of Covered Shares subject to the Escrow Agreement at the time of such Piggyback Registration, subject to the limitations contained in Section 2.2.2 hereofprovisions of paragraph (c) below. Each Holder who If PFS or any Frost Group Shareholder desires to have its Registrable include in any such registration statement all or part of the Covered Shares included in such Registration Statementaccordance with the provisions of Section 3 of the Escrow Agreement, Shelf Registration or Prospectushe shall, as applicablewithin 20 days after receipt of the above-described notice from the Company, shall so advise BBUC notify the Company in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financingElection Notice”). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may PFS shall not have the right to include any Covered Shares in a registration statement unless the price at which the Covered Shares are being offered obtained is at least the Purchase Price per share as set forth in the SPA, subject to adjustment in the event of any time withdraw stock splits or cease proceeding with any combinations, stock dividends or distributions, or similar transactions involving the Covered Shares. Such Election Notice shall state the number of Covered Shares which such registration Frost Group Shareholder or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed PFS requests to be registered included in such registration. If PFS or sold. Each Holder any Frost Group Shareholder decides not to include all or any part of his Covered Shares in any registration statement filed by the Company, he shall protect nevertheless continue to have the right to include any Covered Shares in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainconditions set forth herein.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register file a Registration Statement under the Securities Act with respect to an offering of any class of its the Company’s equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Demand Registration or Shelf Prospectus is expressly being utilized to effect such saleregistrations on Form S-8 or Form S-4, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC and such registration may include the registration of Registrable Securities (together with a Piggyback Registration , a “Piggyback Takedown”), the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, which such notice shall offer each be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Holder Piggyback Takedown, unless such time is waived by the opportunity Holders of a majority of the Registrable Securities that request such inclusion. 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 15 days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 4(b) and Section 4(c) below, include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, subject all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Company to proceed with a Piggyback Takedown, and the Company may cancel any Piggyback Takedown upon written notice to the limitations contained in Section 2.2.2 hereof. Each Holder who desires Holders of Registrable Securities requesting to have its include their Registrable Shares included Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing)Piggyback Takedown. Any Holder shall have the right to of Registrable Securities may withdraw such Holder’s its request for inclusion of such Holder’s Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 a Piggyback Takedown by giving written notice to BBUC the Company of such withdrawal provided, however, its intention to withdraw from that such request is made registration within two days prior to the execution expected date of an underwriting agreement (or similar agreement) with respect to the commencement of marketing efforts for such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included thereinPiggyback Takedown; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it the withdrawal shall at be irrevocable and after making the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each withdrawal, a Holder shall protect and maintain the confidentiality of all information communicated no longer have any right to it by BBUC concerning a proposed include its Registrable Securities in that Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainTakedown.

Right to Piggyback. Each time BBUC TERP proposes to (ai) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC TERP or the account of any securityholder security holder of BBUC TERP) or (bii) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is and prospectus supplement are expressly being utilized to effect such sale, sale (clause (ai) and (bii) are each referred to as a “Piggyback Registration”), BBUC TERP shall give prompt written notice to each Holder of Registrable SharesShares (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of TERP’s Registration Statement or not less than ten (10) days in the case of a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration Statement or Prospectusprospectus supplement, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration Statement or Prospectusprospectus supplement, as applicable, shall so advise BBUC TERP in writing (stating the number of Registrable Shares desired to be registered) within three ten (310) days after the date of such notice from BBUC TERP (or within one (1) Business Day in the case of a “bought dealblock trade” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration Statement or Prospectusprospectus supplement, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC TERP of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offeringwithdrawal. Subject to Section 2.2.2 below, BBUC TERP shall include in such Registration Statement, Shelf Registration Statement or Prospectusprospectus supplement, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC TERP may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each If National Beef or any other Person that has demand registration rights (a “Third Party Holder”) at any time BBUC after the expiration of any underwriter lock-up period applicable to the IPO proposes to (a) register any shares of its equity securities Common Stock under the Securities Act (other than pursuant to an Excluded Registration) under Canadian a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities Laws or U.S. Securities Laws for sale to the public (whether for under the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect Securities Act, National Beef will, at each such saletime, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Founding Members of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject intention to do so and of the limitations contained in Section 2.2.2 hereofFounding Members’ rights under this Agreement. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating Upon the number written request of Registrable Shares desired to be registered) any Founding Member made within three (3) 10 days after the date receipt of any such notice from BBUC (or within one (1) Business Day in which request shall specify the case Registrable Securities intended to be disposed of a “bought deal” financingby such Founding Member). Any Holder shall have , National Beef will use its reasonable best efforts to effect the right to withdraw such Holder’s request for inclusion registration under the Securities Act of such Holder’s all Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares Securities which National Beef has been so requested to be included thereinregister by the Founding Members; provided, however, that BBUC may (a) if, at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, National Beef or cease proceeding such Third Party Holder shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, National Beef may, at its election, give written notice of such determination to each Founding Member and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration, and (b) if such registration involves an underwritten offering, all Founding Members requesting to be included in National Beef’s or sale if it such Third Party Holder’s registration shall at enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by National Beef or such Third Party Holder on substantially the same time withdraw terms and conditions as apply to National Beef or cease proceeding such Third Party Holder, with the registration such differences, including any with respect to indemnification and liability insurance, as may be customary or sale of all other equity securities originally proposed to be registered or soldappropriate in combined primary and secondary offerings. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to The registrations provided for in this Section 2.2.1 until such information becomes available 2(b) are in the public domainaddition to, and not in lieu of, registrations made in accordance with Section 2(a).

Right to Piggyback. Each time BBUC If the Company (i) proposes to (a) register file a registration statement under the Securities Act with respect to an offering of any of its equity securities (other than except pursuant to an Excluded Registrationregistrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) under Canadian on a form that would permit registration of Registrable Securities Laws or U.S. Securities Laws for sale to the public (whether for under the account of BBUC or the account of any securityholder of BBUC Securities Act or (bii) sell any of its equity securities (other than pursuant proposes to file an Excluded Registration) and initial prospectus supplement to a registration statement with respect to an offering of its common stock on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to Stockholder not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the proposed date of filing of such registration statement or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement or prospectus supplement), and offering Stockholder the opportunity to register and offer such number of Registrable Securities of the same class as those being offered by the Company as the Stockholder may request. Upon the written request of Stockholder, received by the Company no later than 10 days after receipt by the Stockholder of the notice sent by the Company, to register and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement, any of Stockholder’s Registrable Securities of the same class as those being offered (which a Shelf Registration request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement or Shelf Prospectus is expressly prospectus supplement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being utilized sold pursuant to effect such sale, registration statement or prospectus supplement (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC that, notwithstanding the foregoing, the Company may at any time withdraw time, in its sole discretion, without the consent of Stockholder, delay or cease proceeding with any such registration or sale if it shall at abandon the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed offering in which a Stockholder had requested to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration participate pursuant to this Section 2.2.1 until 4(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such information becomes available event, the Company shall so notify the Stockholder and the Company shall incur no liability for its failure to complete any such offering other than its obligation to pay Registration Expenses in the public domainconnection therewith.

Right to Piggyback. Each If at any time BBUC subsequent to the expiration of the five year term for effectiveness of the Shelf Registration effected pursuant to Section 2.1, the Company proposes to file a registration statement under the Securities Act (aexcept on Form S-4, Form S-8, or any successor forms thereto) register any of whether or not for its equity securities own account (other than a registration effected pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale Section 2.2 hereof), then the Company shall give written notice of such proposed filing to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder holders of Registrable Shares, which notice Securities at least 30 days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer each such Holder holders the opportunity to include any or all of its Registrable Shares in register such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number amount of Registrable Shares desired to be registered) within three Securities as each such holder may request (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing"Piggyback Registration"). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below2.3(b) hereof, BBUC upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Piggyback Notice (which request shall include in such Registration Statementspecify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof), Shelf Registration or Prospectus, as applicable, the Company will use its best efforts to effect the registration under the Securities Act of all such Registrable Shares Securities which the Company has been so requested to register by the holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities to be included thereinsold) (in accordance with such intended methods thereof) of the Registrable Securities to be so registered; provided, however, that BBUC may if any time after giving written notice of the proposed filing and prior to the effective date of the registration statement filed in connection with such registration the Company shall determine for any reason not to pursue the effectiveness of the registration, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith. . The holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective date of such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainRegistration.

Right to Piggyback. Each time BBUC Subject to the terms and conditions hereof, whenever the Company proposes to (a) register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under Canadian Securities Laws a registration by the Company on a registration statement on Form S-4 or U.S. Securities Laws a registration statement on Form S-8 or any successor forms thereto), whether for sale to the public (whether its own account or for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such salePersons that do not constitute Stockholders, (clause (a) and (b) are each referred to as such registration, a “Piggyback Registration”), BBUC the Company shall give the Global Stockholders prompt written notice thereof (but not less than ten business days prior to each Holder the initial filing by the Company with the Commission of the registration statement or prospectus supplement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum and as applicable, the number or aggregate dollar amount of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Global Stockholder on behalf of any Person that on the date of the Piggyback Notice constitutes a Stockholder (such Person, a “Piggyback Seller”) given within ten days after such Piggyback Notice is received by the Global Stockholders (which request shall (x) specify the number of Registrable SharesSecurities then presently intended to be disposed of by such Piggyback Seller and (y) provide a representation from the proposed selling Stockholder that all such shares proposed for sale constitute Registrable Securities), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicableCompany, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires terms and conditions of this Agreement, shall use its reasonable best efforts to have its cause all such Registrable Shares Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration Statement, Shelf Registration or Prospectus, on the same terms and conditions as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such HolderCompany’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include equity securities being sold in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainRegistration.

Right to Piggyback. Each If, at any time BBUC after the completion of the IPO, HII proposes to (a) register any file a registration statement under the Securities Act with respect to an offering of its equity securities Common Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed pursuant to an Excluded RegistrationSection 2 hereof), whether or not for its own account, then, each such time, HII shall give prompt written notice of such proposed filing at least fifteen (15) under Canadian days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities Laws or U.S. Securities Laws for sale to the public as each such holder may request (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to subsection (b) hereof, BBUC HII shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which HII has received written requests for inclusion therein within ten (10) days after notice has been given to each Holder the applicable holder. The holders of Registrable Shares, which notice Securities exercising their rights under this subsection (a) shall offer each such Holder be permitted to withdraw all or part of the opportunity to include Registrable Securities from a Piggyback Registration at any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject time prior to the limitations contained in Section 2.2.2 hereofeffective date of such Piggyback Registration. Each Holder who desires HII shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Shares Securities included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC any Stockholder owning Common Equity Securities that has been included in such Registration Statement may at any time request that such Common Equity Securities be removed from such Registration Statement, in which event HII shall promptly either withdraw such Registration Statement or cease proceeding with any file a post-effective amendment to such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until Statement removing such information becomes available in the public domainCommon Equity Securities.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (the "Priority Securities") under the Securities Act (other than pursuant to an Excluded (1) a Demand Registration, for which "piggyback" rights are provided in Section 3 hereof, (2) under Canadian Securities Laws a registration of the issuance by the Company, or U.S. Securities Laws for sale the resale by any holder of Partnership Units, of any securities of the Company issued upon redemption of such Partnership Units, (3) a registration statement on Form S-8 or Form S-4 or any similar form or (4) a registration the primary purpose of which is to the public (whether register debt securities), and a registration form to be used in such registration may be used for the account registration of BBUC or Registrable Securities of the account of any securityholder of BBUC or same class (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”"), BBUC the Company shall give prompt written notice (a "Piggyback Notice") to each Holder all Holders of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date Securities of such notice from BBUC class (or within one (1) Business Day including, in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request Piggyback Registration involving Common Stock, all Partnership Unit Holders for inclusion purposes of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice 4 but subject to BBUC Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC IV Partnership Agreement, in order to afford such withdrawal provided, however, that Holders the opportunity to participate in such request is made prior Piggyback Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the execution related offering) of an underwriting agreement (or similar agreement) with respect its intention to effect such offeringa registration. Subject to Section 2.2.2 below4(c) and 4(d), BBUC the Company shall include in any such Registration Statement, Shelf Registration or Prospectus, registration by it all Registrable Securities of the same class as applicable, all such Registrable Shares so requested the securities being registered with respect to be included thereinwhich it has received written requests for inclusion therein from the Holders thereof within 20 days after the receipt of the Company's Piggyback Notice; provided, however, that BBUC may (A) if such Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder's Registrable Securities as contemplated by Section 5(a) hereof, (B) if, at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration after giving written notice pursuant to this Section 2.2.1 until 4(a) of its intention to register any Priority Securities and prior to the effective date of the registration statement filed in connection with such information becomes available registration, the Company shall determine for any reason not to register such Priority Securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of Holders of Registrable Securities under Section 3), (C) in the event of the initial public domainoffering by the Company of shares of Common Stock, the Company may determine, in its sole and absolute discretion, that such registered offering shall not constitute a Piggyback Registration for purposes of this Section 4 only, and in the event of such a determination no Holder shall have any rights under this Section 4 with respect to such offering, and (D) it shall be a condi tion to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC IV Partnership Agreement shall prohibit or restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Piggyback Registration and that (1) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package not less than five (5) Business Days prior to the closing date of such offering, and (2) in the case of any other offering, such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder's Registrable Securities in such offering, as deter mined by the Company.

Right to Piggyback. Each time BBUC BBP proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BBP or the account of any securityholder of BBUC BBP) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BBP shall give prompt written notice to each Holder of Registrable SharesUnits (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of BBP’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the case of a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BBP in writing (stating the number of Registrable Shares Units desired to be registered) within three ten (310) days after the date of such notice from BBUC BBP (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BBP of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BBP shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares Units so requested to be included therein; provided, however, that BBUC BBP may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities under the Securities Act (excluding registrations on Form S-4 or S-8 or equivalent forms), other than pursuant to an Excluded a Demand Registration under Section 3 (a "Piggyback Registration"), the Company will give written notice to all holders of Registrable Securities of its intention to effect such a registration not later than the earlier to occur of (i) under Canadian Securities Laws the tenth day following receipt by the Company of notice of exercise of other demand registration rights or U.S. Securities Laws for sale (ii) 30 days prior to the public (whether for anticipated filing date. Subject to the account provisions of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded RegistrationSection 4(c) and (d), the Company will include in such Piggyback Registration all Registrable Securities with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt the Company has received written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) requests for inclusion therein within three (3) ten business days after the date 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 any part of such notice holder's Registrable Securities from BBUC (or within one (1) Business Day a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC, provided that, in the case of an underwritten offering, such withdrawal is consistent with customary and reasonable restrictions agreed upon by the managing underwriter. If a “bought deal” financingPiggyback Registration is an underwritten offering effected under (i) Section 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company or (ii) Section 4(d), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 4(d). Any Holder shall have Notwithstanding the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in foregoing, if, at any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by time after giving written notice to BBUC of such withdrawal provided, however, that such request is made a Piggyback Registration but prior to the execution effective date of an underwriting agreement (or similar agreement) with respect the registration statement filed in connection therewith, the Company shall determine for any reason not to register such offering. Subject securities, the Company may, at its election give written notice of such determination to Section 2.2.2 below, BBUC the holders of Registrable Securities and thereupon shall include be relieved of its obligation to register any Registrable Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainregistration.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity 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 pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such saleeach, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC 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 Registrable Shares, which notice its intention to effect such a registration and shall offer each such Holder the opportunity use its commercially reasonable efforts to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject registration all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Company has received a written request from each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing for inclusion therein within five (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (15) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw Days following such Holder’s request receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for inclusion such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) 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 (B) the liability of any Holder shall be limited as provided in Section 7(b); (ii) each Holder shall complete and execute all questionnaires, powers- of-attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder’s Registrable Shares underwriting agreement; (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any Registration Statement, Shelf Registration or Prospectus, as applicable, time after giving notice of its intention to register any Company securities pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made 2(a) and prior to the execution effective date of an underwriting agreement (or similar agreement) the registration statement filed in connection with respect such registration, the Company shall determine for any reason not to register such offering. Subject securities, the Company shall give notice to Section 2.2.2 below, BBUC shall include all of the Holders participating in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant and, thereupon, shall be relieved of its obligation to this Section 2.2.1 until register any Registrable Securities in connection with such information becomes available in the public domainregistration.

Right to Piggyback. Each time BBUC BPY proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BPY or the account of any securityholder of BBUC BPY) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BPY shall give prompt written notice to each Holder of Registrable SharesUnits (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of BPY’s Registration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the case of a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BPY in writing (stating the number of Registrable Shares Units desired to be registered) within three ten (310) days after the date of such notice from BBUC BPY (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BPY of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BPY shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares Units so requested to be included therein; provided, however, that BBUC BPY may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC BIPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BIPC or the account of any securityholder of BBUC BIPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”"), BBUC BIPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BIPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BIPC (or within one (1) Business Day in the case of a “"bought deal” " financing). Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BIPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BIPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BIPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BIPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register file a Registration Statement under the Securities Act with respect to an offering of any class of its the Company’s equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Demand Registration or Shelf Prospectus is expressly being utilized to effect such saleregistrations on Form S‑8 or Form S‑4, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC and such registration may include the registration of Registrable Securities (together with a Piggyback Registration , a “Piggyback Takedown”), the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, which such notice shall offer each be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Holder Piggyback Takedown, unless such time is waived by the opportunity Holders of a majority of the Registrable Securities that request such inclusion. 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 15 days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 4(b) and Section 4(c) below, include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, subject all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Company to proceed with a Piggyback Takedown, and the Company may cancel any Piggyback Takedown upon written notice to the limitations contained in Section 2.2.2 hereof. Each Holder who desires Holders of Registrable Securities requesting to have its include their Registrable Shares included Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing)Piggyback Takedown. Any Holder shall have the right to of Registrable Securities may withdraw such Holder’s its request for inclusion of such Holder’s Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 a Piggyback Takedown by giving written notice to BBUC the Company of such withdrawal provided, however, its intention to withdraw from that such request is made registration within two days prior to the execution expected date of an underwriting agreement (or similar agreement) with respect to the commencement of marketing efforts for such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included thereinPiggyback Takedown; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it the withdrawal shall at be irrevocable and after making the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each withdrawal, a Holder shall protect and maintain the confidentiality of all information communicated no longer have any right to it by BBUC concerning a proposed include its Registrable Securities in that Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainTakedown.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register offer any of its equity Common Stock (a “Piggyback Takedown”) pursuant to a Registration Statement in any underwritten offering of Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account or for the account of holders of the Company’s securities (other than pursuant to an Excluded Registrationthe Holders) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback RegistrationOther Holders”), BBUC the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf Registration Statement, which such notice shall offer each be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Holder Piggyback Takedown. In the opportunity case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a shelf Registration Statement, such notice shall be given not less than ten Business Days prior to include any or all the expected date of its Registrable Shares in filing of such Registration Statement. The Company shall, Shelf Registration or Prospectussubject to the provisions of Section 3.2 and Section 3.3, include in such Piggyback Takedown, as applicable, subject all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after sending the Company’s notice and shall file any post effective amendment or Prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the limitations contrary contained in Section 2.2.2 hereof. Each Holder who desires herein, (i) the Company may determine not to have its proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares included Securities requesting to include their Registrable Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Piggyback Takedown; and (stating the number ii) any Holder of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to Securities may withdraw such Holder’s its request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC the Company of such withdrawal providedits intention to withdraw that registration. For purposes of this Section 3, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to any Piggyback Takedown undertaken by the Company within one year of the Effective Date, the term “Holder” shall be deemed to include not only the Holders, but also all holders of the Company’s Common Stock who received such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration Common Stock pursuant to this Section 2.2.1 until such information becomes available the Rights Offering (as defined in the public domainPlan) and such holders’ shares of Common Stock shall be considered Registrable Securities.

Right to Piggyback. Each time BBUC The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to (a) register any of its equity securities (file a registration statement, other than pursuant to an Excluded RegistrationSection 1(a) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether above, for the account registration of BBUC or the account of any securityholder of BBUC or (b) sell any shares of its equity securities Common Stock in connection with an underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Holders of Registrable Securities, NationsRent will, prior to such filing, give fifteen (other than pursuant to an Excluded Registration15) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt days prior written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Shares in intention to do so and, upon the written request of any of the Holders given within ten (10) days after receipt of such Registration Statementnotice, Shelf Registration or Prospectus, as applicableNationsRent shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires terms of this Agreement, use its best reasonable efforts to have its cause the Registrable Shares included in Securities which NationsRent has been requested to register by such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired Holders to be registered) within three (3) days registered under the Securities Act to the extent necessary to permit their sale. 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, NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, NationsRent may, at its election, give written notice from BBUC of such determination to each Holder and, thereupon, (or within one (1i) Business Day in the case of a “bought deal” financingdetermination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a registration under Section 1(a), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve NationsRent of its obligation to effect any registration upon request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to under Section 2.2.2 below1(a), BBUC nor shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed hereunder be deemed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration have been effected pursuant to this Section 2.2.1 until such information becomes available in the public domain1(a).

Right to Piggyback. Each time BBUC Commencing on the 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 (a) register any of shares of its equity securities Common Stock (other than shares of Common Stock underlying any option, warrant, or convertible debt or other security) under the Securities Act (other than pursuant to an Excluded the Demand Registration) under Canadian Securities Laws in either an underwritten public offering or U.S. Securities Laws in connection with registration of Common Stock for sale to resale on the public (whether markets and the registration form to be used may be used for the account registration of BBUC or the account of any securityholder of BBUC or Registrable Securities (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”"), BBUC 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 each Holder the holders of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Securities of its Registrable Shares in intention to effect such Registration Statement, Shelf Registration or Prospectus, as applicablea registration and, subject to the limitations contained in Section 2.2.2 provisions hereof. Each Holder who desires to have its Registrable Shares included , shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of registration all Registrable Shares desired Securities with respect to be registered) which BCI has received written requests for inclusion therein within three (3) 15 days after the date of such notice from BBUC its notice. Notwithstanding anything herein to the contrary, BCI shall not be required to effect any registration of Registrable Securities under this paragraph 2: (i) incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or within one (1) Business Day in stock option or other employee benefit plans, or incidental to the case filing of a “bought deal” financing). Any Holder shall have the right registration statement for an offering to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration be made on a delayed or Prospectus, as applicable, continuous basis pursuant to this Section 2.2.1 Rule 415 under the Securities Act or any similar rule that may be adopted by giving written notice to BBUC the SEC, or (ii) if the Piggyback Registration is a primary registration on behalf of such withdrawal provided, however, BCI (whether or not underwritten) and BCI determines in its reasonable judgment that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include including any Registrable Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, all registration will adversely effect such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such primary registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available BCI's objectives in the public domainconnection therewith.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than Common Stock pursuant to a registration statement in an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, underwritten offering under the Securities Act (clause (a) and (b) are each referred to as a “Piggyback RegistrationOffering”), BBUC whether or not for its own account, the Company shall give prompt written notice (a “Piggyback Notice”) to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Offering; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Offerings, the Company will not send such Holder any such notices. In the case of a Piggyback Offering that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within one Business Day after the receipt of any Piggyback Notice, which notice request shall offer each specify the number of Registrable Securities intended to be disposed of by such Holder Holder, and the opportunity Company shall, subject to the provisions of Sections 3(b) and 3(c), include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or ProspectusPiggyback Offering, as applicable, subject all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or Company has received written requests for inclusion therein within one (1) Business Day after sending the Piggyback Notice. For the avoidance of doubt, if such request is not received by the Company in a timely fashion in accordance with this section, the case of failure to submit a “bought deal” financing). Any Holder timely request shall have the right to withdraw such Holder’s request for inclusion be deemed a waiver of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant rights pertaining to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement3(a) with respect to such offeringPiggyback Offering but shall not be deemed to be a waiver with respect to any future Piggyback Offerings. Subject For the avoidance of doubt, a Piggyback Offering shall not be considered an Requested Underwritten Offering for purposes of Section 2. Notwithstanding anything to Section 2.2.2 belowthe contrary contained herein, BBUC shall the Company may determine not to proceed with any Piggyback Offering upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainOffering.

Right to Piggyback. Each If, at any time BBUC after the IPO, WIND proposes to (a) register any file a registration statement under the Securities Act with respect to an offering of its equity securities Common Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed pursuant to an Excluded RegistrationSection 2 hereof), whether or not for its own account, then, each such time, WIND shall give prompt written notice of such proposed filing at least fifteen (15) under Canadian days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities Laws or U.S. Securities Laws for sale to the public as each such holder may request (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to subsection (b) hereof, BBUC WIND shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which WIND has received written requests for inclusion therein within ten (10) days after notice has been given to each Holder the applicable holder. The holders of Registrable Shares, which notice Securities exercising their rights under this subsection (a) shall offer each such Holder be permitted to withdraw all or part of the opportunity to include Registrable Securities from a Piggyback Registration at any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject time prior to the limitations contained in Section 2.2.2 hereofeffective date of such Piggyback Registration. Each Holder who desires WIND shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Shares Securities included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC any Stockholder owning Common Equity Securities that has been included in such Registration Statement may at any time request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement or cease proceeding with any file a post-effective amendment to such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until Statement removing such information becomes available in the public domainCommon Equity Securities.

Right to Piggyback. Each If the Company at any time BBUC proposes to (a) register any of its equity securities under the Securities Act (other than pursuant registrations on Form S-4 or S-8 or the equivalent thereof) with respect to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public a Public Offering (whether for its own account or for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registrationsecurity holders) and with respect the form of Registration Statement to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such salebe used may be used for the registration of Registrable Securities, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall the Company will give prompt written notice to each Holder all holders of Registrable SharesSecurities of its intent to do so and the proposed method of distribution, which notice shall offer each state whether such Holder registration has been initiated by the opportunity to include any Company (a "Company Registration") or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereofby another Person (a "Third-Party Registration"). Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Within thirty (stating the number of Registrable Shares desired to be registered) within three (330) days after the date receipt of such notice from BBUC (or within one (1) Business Day in the case notice, any holder of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 Securities may by giving written notice to BBUC the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of securities (a "Piggyback Registration"). Such written notice to the Company shall specify the Registrable Securities intended to be disposed of by such holders. Upon receipt of such withdrawal providedrequest, however, that such request is made prior the Company will use all commercially reasonable efforts to register under the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, Securities Act all such Registrable Shares Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be included thereinregistered in accordance with the proposed method of distribution; provided, however, that BBUC may if at any time withdraw after giving notice of its intent to register securities and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register or cease proceeding to delay registration of such securities, the Company may, at its election, give notice of such determination to the holders of Registrable Securities requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such registration or sale if it shall at be effected as a Demand Registration under Section 2 hereof, and (ii) in the case of a determination to delay registering, the Company may delay registering any Registrable Securities for the same time withdraw or cease proceeding with period as the delay in registering such other securities. No registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to effected under this Section 2.2.1 until such information becomes available in 3 shall relieve the public domainCompany of its obligation to effect any Demand Registration upon request under Section 2 hereof.

Right to Piggyback. Each time BBUC BREP proposes to (ax) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BREP or the account of any securityholder of BBUC BREP) or (by) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is and prospectus supplement are expressly being utilized to effect such sale, (clause (ax) and (by) are each referred to as a “Piggyback Registration”), BBUC BREP shall give prompt written notice to each Holder of Registrable SharesUnits (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of BREP’s Registration Statement or Prospectus, or not less than ten (10) days in the case of a “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares Units in such Registration Statement, Shelf Registration prospectus supplement or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares Units included in such Registration Statement, Shelf Registration prospectus supplement or Prospectus, as applicable, shall so advise BBUC BREP in writing (stating the number of Registrable Shares Units desired to be registered) within three ten (310) days after the date of such notice from BBUC BREP (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares Units in any Registration Statement, Shelf Registration prospectus supplement or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BREP of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offeringwithdrawal. Subject to Section 2.2.2 below, BBUC BREP shall include in such Registration Statement, Shelf Registration prospectus supplement or Prospectus, as applicable, all such Registrable Shares Units so requested to be included therein; provided, however, that BBUC BREP may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Subject to the last sentence of this ------------------ paragraph (1), whenever the Company proposes to (a) register any of its equity securities (Common Shares under the Securities Act, other than pursuant to a registration statement on Form S-4 or S-8 (or any successor forms or comparable foreign forms) or filed in connection with an Excluded Registration) under Canadian Securities Laws exchange offer or U.S. Securities Laws for sale an offering of securities solely to the public Company's existing stockholders (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded a "Proposed Registration") and with respect the registration form to which be used may be used for --------------------- the registration of the Registrable Securities (a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”"), BBUC shall the ---------------------- Company will give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder WP and the opportunity to include any or all GW Shareholders of its Registrable Shares in intention to effect such Registration Statement, Shelf Registration or Prospectus, as applicablea registration and will, subject to the limitations contained in Section 2.2.2 3(a)(2) hereof. Each Holder who desires to have its Registrable Shares included , include in such Piggyback Registration Statementall Registrable Securities with respect to which the Company has received written requests for inclusion therein from WP and the GW Shareholders within 15 days after receipt of the Company's notice, Shelf Registration provided that if, at any time after giving written notice of its -------- intention to register any Common Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or Prospectusto delay registration of such shares, as applicablethe Company may, shall so advise BBUC in writing (stating the number at its election, give written notice of such determination to each holder of Registrable Shares desired to be registeredSecurities and, thereupon, (a) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing)determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (b) in the case of delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other shares. Any Holder shall have the right Except as may otherwise be provided in this Agreement, Registrable Securities with respect to withdraw which such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, registration has been received will be registered by the Company and offered to the public pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior 3 on the same terms and subject to the execution same conditions applicable to similar securities of an underwriting agreement the Company included in the Proposed Registration. If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the Common Shares for distribution in any province of Canada (or similar agreement) with respect a "Canadian Offering"), each holder of Registrable Securities shall be ----------------- entitled, subject to such offering. Subject applicable Canadian securities law, to Section 2.2.2 below, BBUC shall include participate in such Registration StatementCanadian Offering to the same extent and on the same terms and conditions (before, Shelf Registration or Prospectusduring and after the Canadian Offering), mutatis mutandis, as applicable, all such Registrable Shares so requested ------- -------- holder is entitled to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at participate in the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to under this Section 2.2.1 until such information becomes available in the public domainAgreement.

Right to Piggyback. Each time BBUC proposes to (a) register Other than in connection with a Demand Registration pursuant to Section 2 of this Agreement or a registration on Form S-4 or S-8 (or similar forms) promulgated by the SEC and any successor or similar forms, if at any time the Company, including if the Company qualifies as a WKSI, proposes to file (i) a prospectus supplement to an effective registration statement pursuant to a Shelf Registration Statement, or (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its equity securities (other than pursuant the Holders, to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws underwriter on a firm commitment basis for sale reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (whether for collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen Business Days prior to the account filing of BBUC or (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the account of any securityholder of BBUC or Securities Act, (b) sell any of its equity securities (other than prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to an Excluded RegistrationRule 424(b) and with respect to which a under the Securities Act (if no preliminary prospectus supplement is used) or (c) such Shelf Registration or Shelf Prospectus is expressly being utilized Statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to effect the Holders and such sale, notice (clause (a) and (b) are each referred to as a “Piggyback RegistrationNotice”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice ) shall offer each such Holder the Holders the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in Piggy-Back Underwritten Offering such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days Securities as each such Holder may request in writing. Each such Holder shall then have ten Business Days after the date of receiving such notice from BBUC (or within one (1) to request in writing to the Company inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two Business Day Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” financing)or “overnight transaction” where no preliminary prospectus is used. Any Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Securities requested to be included on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 registration by giving written notice to BBUC the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made. (b) If the Company does not qualify as a WKSI, (i) the Company shall give each Holder fifteen days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any Holder, received by the Company within ten days of such withdrawal provided, however, that such request is made prior notice to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 belowHolder, BBUC the Company shall include in such Registration Statement, Shelf Registration Statement a number of Ordinary Shares equal to the aggregate number of Registrable Securities requested to be included without naming any requesting Holder as a selling shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable Securities”), (ii) the Company shall not be required to give notice to any Holder in connection with a filing pursuant to Section 3.1(a) unless such Holder provided such notice to the Company pursuant to this Section 3.1(b) and included Undesignated Registrable Securities in the Shelf Registration Statement related to such filing, and (iii) at the written request of a Holder given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten Offering (or Prospectussuch shorter period to which the Company in its sole discretion consents), as applicable, all such the Company shall use reasonable best efforts to effect the registration of any of the Holders’ Undesignated Registrable Shares Securities so requested to be included thereinand shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Securities as any Holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggy-Back Underwritten Offering; provided, however, that BBUC may at and (b) the Company shall not be required to effect a post-effective amendment more than two times in any time twelve month period. The Company shall have the right to terminate or withdraw any registration or cease proceeding with any offering initiated by it under this Section 3.1 before the effective date of such registration or sale if it the completion of such offering, whether or not any Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall at be borne by the same time withdraw or cease proceeding Company in accordance with Section 5. All Holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Underwritten Offering shall enter into an underwriting agreement in customary form with the registration managing underwriter or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain underwriters selected for such underwriting by the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainCompany.

Right to Piggyback. Each time BBUC If the Corporation proposes to file a registration statement under the Securities Act (a) register any of its equity securities (other than or, if applicable, a final prospectus supplement relating to a “shelf” registration pursuant to Rule 415 under the Securities Act) with respect to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether offering of Common Stock by and for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities Corporation (other than pursuant a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then, each such time, the Corporation shall give prompt written notice of such proposed filing at least one (1) day before the anticipated filing date (the “Piggyback Notice”) to an Excluded Registration) and with respect all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect include in such sale, registration statement the number of Registrable Securities as each such holder may request (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to Section 4(b) hereof, BBUC the Corporation shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within one (1) day after notice has been given to each Holder the applicable holder. The eligible holders of Registrable Shares, which notice Securities shall offer each such Holder be permitted to withdraw all or part of the opportunity to include Registrable Securities from a Piggyback Registration at any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject time prior to the limitations contained in Section 2.2.2 hereofeffective date of such Piggyback Registration. Each Holder who desires The Corporation shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Shares Securities included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC any Stockholder owning Common Stock that has been included on such shelf Registration Statement may at any time request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or cease proceeding with any file a post-effective amendment to such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until Statement removing such information becomes available in the public domainCommon Stock.”

Right to Piggyback. Each Subject to Sections 2(c) and 2(d) hereof, if at any time BBUC prior to the first anniversary of the Date of Issuance Sykes proposes to (a) register file a Registration Statement under the Securities Act with respect to any offering of the Common Stock by Sykes for its own account and/or on behalf of any of its equity securities security holders (other than (i) a registration on Form S-8 or S4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (iii) any registration of securities as it relates to an offering and sale to management of Sykes pursuant to an Excluded Registrationany employee stock plan or other employee benefit plan arrangement) under Canadian Securities Laws or U.S. Securities Laws for sale then, as soon as practicable (but in no event less than twenty (20) days prior to the public (whether for the account proposed date of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf filing such Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”Statement), BBUC Sykes shall give prompt written notice of such proposed filing to each Holder of Registrable Sharesthe Holders, which and such notice shall offer each such Holder the Holders the opportunity to register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to subsection 2(d), Sykes shall include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Statement all Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Securities requested within fifteen (stating the number of Registrable Shares desired to be registered) within three (315) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders to be included in the registration for such offering pursuant to a Piggyback Registration), provided, however, that if, at any time after giving written notice of its intention to register Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, Sykes shall determine for any reason not to register or to delay registration of the Common Stock to be registered for sale by Sykes, Sykes may, at its election, give written notice from BBUC of such determination to the Holder of Registrable Securities and, thereupon, (or within one (1i) Business Day in the case of a “bought deal” financing). Any Holder determination not to register, shall have the right be relieved of its obligation to withdraw such Holder’s request for inclusion of such Holder’s register any Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) connection with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall at be permitted to delay registering any Registrable Securities, for the same time withdraw or cease proceeding with period as the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until delay in registering such information becomes available in the public domainCommon Stock.

Right to Piggyback. Each time BBUC Whenever the Company is required or proposes to (a) register any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall the Company will give prompt at least thirty (30) days prior written notice to each Holder all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 1(b) and 0, will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after delivery of the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Shares, which notice shall offer each Securities such Holder the opportunity wishes to include any or in such registration statement. If a Holder decides not to include all of its Registrable Shares Securities in any registration statement thereafter filed by the Company, such Registration Statement, Shelf Registration or Prospectus, as applicable, subject Holder will nevertheless continue to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. ● If a registration statement under which the Company gives notice under this Section 1 is for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s request for Registrable Securities to be included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Registration StatementHolder disapproves of the terms of any such underwriting, Shelf Registration or Prospectus, as applicable, pursuant such Holder may elect to this Section 2.2.1 withdraw therefrom by giving written notice to BBUC of such withdrawal providedthe Company and the underwriter, however, that such request is made delivered at least ten (10) Business Days prior to the execution effective date of an the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting agreement (will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or similar agreement) corporation, the partners, retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Registration Statement, Shelf Registration or Prospectus, “Holder,” as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to defined in this Section 2.2.1 until such information becomes available in the public domainsentence.

Right to Piggyback. Each time BBUC Except with respect to the filing of the Shelf Registration Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Corporation proposes to (a) register any file a Registration Statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its equity securities own account (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment (or similar) plan, (iii) a registration pursuant to an Excluded Registrationwhich the Corporation is offering to exchange its own securities for other securities, or (iv) under Canadian a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Corporation or any Subsidiary that are convertible for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Securities Laws or U.S. Securities Laws for sale Act may resell such notes and sell the Common Stock into which such notes may be converted, then, except to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and extent otherwise provided below with respect to which a Shelf the Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration or Shelf Prospectus is expressly being utilized to effect Statement the number of Registrable Securities as each such sale, holder may request (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to Section 5(b), BBUC the Corporation shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after notice has been given to each Holder the applicable holder. The eligible holders of Registrable Shares, which notice Securities shall offer each such Holder be permitted to withdraw all or part of the opportunity to include Registrable Securities from a Piggyback Registration at any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject time at least five (5) Business Days prior to the limitations contained in Section 2.2.2 hereofeffective date of the Registration Statement for such Piggyback Registration. Each Holder who desires The Corporation shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the applicable Registrable Shares Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Shelf Registration (i) in connection with a Demand Notice for an Initial Public Offering in which the KKR Stockholders are selling (or Prospectuscausing to be sold) Registrable Securities beneficially owned by them in such Initial Public Offering on a secondary basis, as applicable, the Corporation shall so advise BBUC in writing (stating the number be required to deliver a Piggyback Notice to all holders of Registrable Shares desired to be registered) within three (3) days after the date Securities and in such event all holders of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder Registrable Securities shall have the right to withdraw participate in such Holder’s request offering on a pro rata basis with such KKR Stockholders, taken together (it being understood that in connection with any Initial Public Offering in which the KKR Stockholders are not selling (or causing to be sold) Registrable Securities beneficially owned by them on a secondary basis, no such Piggyback Notice need be sent), and (ii) no member of senior management of the Corporation or any of its Subsidiaries who has been provided with piggyback rights in this Section 5 shall be permitted to exercise such rights unless the KKR Stockholders are selling Registrable Securities in such transaction. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration the Corporation shall determine for inclusion any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, give written notice of such Holder’s determination to the Stockholders and thereupon the Corporation shall be relieved of its obligation to register such Registrable Shares Securities in any Registration Statementconnection with the registration of securities originally intended to be included in such registration, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the right of a Principal Stockholder promptly thereafter to request that such request is made prior registration be continued as a registration under Section 3 to the execution extent permitted thereunder (which continuation shall, for the avoidance of an underwriting agreement (or similar agreement) with respect to such offering. Subject to doubt, not require the restart of any applicable minimum notice provisions, but shall count as a Demand Registration for purposes of Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain4(e)).

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity 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 pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such saleeach, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC 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 Registrable Shares, which notice its intention to effect such a registration and shall offer each such Holder the opportunity use its commercially reasonable efforts to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject registration all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Company has received a written request from each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing for inclusion therein within five (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (15) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw Days following such Holder’s request 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 inclusion such Piggyback Registration, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, 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, the liability of any Holder shall be limited as provided in Section 7(b) hereof, each Holder shall complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder’s Registrable Shares underwriting agreement, each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any Registration Statement, Shelf Registration or Prospectus, as applicable, time after giving notice of its intention to register any Company securities pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made 2(a) and prior to the execution effective date of an underwriting agreement (or similar agreement) the registration statement filed in connection with respect such registration, the Company shall determine for any reason not to register such offering. Subject securities, the Company shall give notice to Section 2.2.2 below, BBUC shall include all of the Holders participating in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant and, thereupon, shall be relieved of its obligation to this Section 2.2.1 until register any Registrable Securities in connection with such information becomes available in the public domainregistration.

Right to Piggyback. Each If the Company at any time BBUC proposes to (a) register any of its equity securities under the Securities Act (other than pursuant the Pre-Closing Escrow Shares Registration Statement, the Closing Shares Registration Statement or the Warrant Shares Registration Statement, or registrations on Form S-4 or S-8 or the equivalent thereof) with respect to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public a Public Offering (whether for its own account or for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registrationsecurity holders) and with respect the form of Registration Statement to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such salebe used may be used for the registration of Registrable Securities held by the Holders, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall the Company will give prompt written notice to each Holder Holders of Registrable Sharesits intent to do so and the proposed method of distribution, which notice shall offer each state whether such Holder registration has been initiated by the opportunity to include any Company (a "Company Registration") or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereofby another Person (a "Third-Party Registration"). Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Within thirty (stating the number of Registrable Shares desired to be registered) within three (330) days after the date receipt of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any notice, any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 may by giving written notice to BBUC the Company request the registration by the Company under the Securities Act of Registrable Securities not otherwise registered pursuant to a Registration Statement in connection with such proposed registration of securities by the Company under the Securities Act (a "Piggyback Registration"). Such written notice to the Company shall specify the Registrable Securities intended to be disposed of by such Holder. Upon receipt of such withdrawal providedrequest, however, that such request is made prior the Company will use all commercially reasonable efforts to register under the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, Securities Act all such Registrable Shares Securities which the Company had been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be included thereinregistered in accordance with the proposed method of distribution; provided, however, that BBUC may if at any time withdraw after giving notice of its intent to register securities and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register or cease proceeding to delay registration of such securities, the Company may, at its election, give notice of such determination to the Holders of Registrable Securities requesting such registrations, and, thereupon, (x) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with the Piggyback Registration, without prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such registration or sale if it shall at be effected as a Demand Registration under Section 5(a) hereof, and (y) in the case of a determination to delay registering, the Company may delay registering any Registrable Securities for the same time withdraw or cease proceeding with period as the delay in registering such other securities. No registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to effected under this Section 2.2.1 until such information becomes available in 5(b) shall relieve the public domainCompany of its obligation to effect any Demand Registration upon request under Section 5(a) hereof.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity 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 pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such saleeach, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the 3 CPAM: 10017180.3 anticipated filing date of the Registration Statement relating to such registration) to each Holder of Registrable Shares, which notice its intention to effect such a registration and shall offer each such Holder the opportunity use its commercially reasonable efforts to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject registration all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Company has received a written request from each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing for inclusion therein within five (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (15) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw Days following such Holder’s request 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 inclusion 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, (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (iii) each Holder shall complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents reasonably required under the terms of such Holder’s Registrable Shares underwriting agreement, (iv) each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and (v) each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any Registration Statement, Shelf Registration or Prospectus, as applicable, time after giving notice of its intention to register any Company securities pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made 3(a) and prior to the execution effective date of an underwriting agreement (or similar agreement) the registration statement filed in connection with respect such registration, the Company shall determine for any reason not to register such offering. Subject securities, the Company shall give notice to Section 2.2.2 below, BBUC shall include all of the Holders participating in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant and, thereupon, shall be relieved of its obligation to this Section 2.2.1 until register any Registrable Securities in connection with such information becomes available in the public domainregistration.

Right to Piggyback. Each If at any time BBUC beginning with the Effective Date and continuing for a period of five years thereafter, there remain any Registrable Shares pursuant to Section 3.1 and the Company proposes to (a) register any shares of its equity securities Common Stock (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC the Company or the account of any securityholder security holder of BBUC or the Company) (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice to each Holder of Registrable Shares, which Shares not less than twenty (20) days prior to the anticipated filing date of the Company’s registration statement. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicableregistration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, registration statement shall so advise BBUC the Company in writing (stating the number of Registrable Shares shares desired to be registered) within three fifteen (315) days after the date receipt of such notice from BBUC the Company. In the event the registration statement is not declared effective within ninety (or within one (190) Business Day days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the case pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of a “bought deal” financing). Any all other equity securities originally proposed to be registered and shall provide each Holder who requested to have its Registrable Shares included in such registration statement with prompt written notice of such withdrawal or cessation; provided, further that any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, registration statement pursuant to this Section 2.2.1 2.3(a) by giving written notice to BBUC the Company of such withdrawal provided, however, that such request is made at least fifteen (15) days prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainstatement becoming effective.

Right to Piggyback. Each If the Company at any time BBUC proposes to (a) register ------------------ any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under Canadian Securities Laws registrations on Form S-4 or U.S. Securities Laws for sale to the public (whether for the account of BBUC S-8 or the account of any securityholder of BBUC or (bequivalent thereof) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf an underwritten public offering or otherwise and the form of Registration or Shelf Prospectus is expressly being utilized Statement to effect such salebe used may be used for the registration of Registrable Securities, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall the Company will give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Investor of its Registrable Shares in intent to do so. Within 20 days after receipt of such Registration Statementnotice, Shelf Registration or Prospectusthe Investor may, as applicable, subject by written notice to the limitations contained Company, request the registration by the Company under the Securities Act of his Registrable Securities in Section 2.2.2 hereofconnection with such proposed registration by the Company under the Securities Act (a "Piggyback Registration"). Each Holder who desires Such written notice to have the ---------------------- Company shall specify the Registrable Securities intended to be disposed of by such Investor and the intended method of distribution thereof. Upon receipt of such request, the Company will use its best efforts to register under the Securities Act all Registrable Shares included in such Registration StatementSecurities which the Company has been so requested to register, Shelf Registration or Prospectus, as applicable, shall to the extent required to permit the disposition of the Registrable Securities so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may if at any time withdraw after giving notice of its intent to -------- ------- register securities and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register or cease proceeding to delay registration of such securities, the Company may, at its election, give notice of such determination to the Investor requesting such Piggyback Registration, and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 8C hereof) without prejudice, however, to the rights of the Investor under this Section 8A, and (b) in the case of a determination to delay registering, the Company may delay registering any such registration or sale if it shall at Registrable Securities for the same time withdraw or cease proceeding with period as the registration or sale of all delay in registering such other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainsecurities.

Right to Piggyback. Each time BBUC Subject to the terms and conditions hereof, whenever the Corporation proposes to (a) register any of its equity securities Common Shares under the Securities Act or to consummate an Underwritten Offering with respect to its Common Shares (other than a registration (i) pursuant to an Excluded RegistrationSection 2.1, (ii) pursuant to a registration statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under Canadian the Securities Laws Act, (iii) pursuant to 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, (iv) in connection with any dividend reinvestment or U.S. Securities Laws for sale to the public similar plan, (whether v) for the account sole purpose of BBUC offering securities to another entity or its security holders in connection with the account acquisition of assets or securities of such entity or any securityholder of BBUC similar transaction or (bvi) sell any in which the only Common Shares being registered are Common Shares issuable upon conversion of its equity debt securities that are also being registered) (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC whether for its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject thereof (but not less than ten (10) Business Days prior to the limitations contained in Section 2.2.2 hereoffiling by the Corporation with the SEC of any registration statement with respect thereto). Each Holder who desires to have its Registrable Shares included in such Registration StatementSuch notice (a “Piggyback Notice”) shall specify, Shelf Registration or Prospectusat a minimum, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or soldoffered, the proposed date of filing of such registration statement with the SEC or pricing of such offering, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Each Holder Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall protect specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) Business Days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and maintain conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the confidentiality of all information communicated Corporation has received such written requests for inclusion to it by BBUC concerning a proposed be included in such Piggyback Registration pursuant to this Section 2.2.1 until on the same terms and conditions as the Corporation’s equity securities being sold in such information becomes available in the public domainPiggyback Registration.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any class of its equity securities the Company’s Capital Stock (other than pursuant to an a Demand Registration, Underwritten Shelf Takedown, Holder Block Sale or Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice to each Holder all Holders of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Securities of its Registrable Shares in intention to effect such Piggyback Registration Statement, Shelf (the “Piggyback Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Notice”) and (stating the number of Registrable Shares desired to be registeredi) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder Piggyback Registration that is a Shelf Takedown or is automatically effective upon filing, such Piggyback Registration Notice shall have be given not less than five (5) Business Days (two (2) Business Days in the right case of a Block Sale) prior to withdraw the expected date of commencement of marketing efforts for such Holder’s request for inclusion Shelf Takedown and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given not less than five (5) Business Days after the public filing of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal ; provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of a Piggyback Registration that includes an underwritten Public Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the subject Piggyback Registration would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such request is made prior Piggyback Registration, the Company shall have no obligation to provide a Piggyback Registration Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Piggyback Registration. The Company shall, subject to the execution provisions of an underwriting agreement (or similar agreementSection 4(b) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or ProspectusPiggyback Registration, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at Securities beneficially owned by Holders on the same time withdraw or cease proceeding with date of the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant Notice with respect to this Section 2.2.1 until such information becomes available which the Company has received written requests for inclusion therein within five (5) Business Days (two (2) Business Days in the public domaincase of a Block Sale) after the date of the Piggyback Registration Notice.

Right to Piggyback. Each If the Company at any time BBUC proposes to (a) register any file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws own account or U.S. Securities Laws for sale to the public (whether for the account of BBUC any other Persons who have or the account of any securityholder of BBUC or have been granted registration rights (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback RegistrationUnderwritten Offering”), BBUC shall it will give prompt written notice of such Piggyback Underwritten Offering to each Holder that, together with such Xxxxxx’s Affiliates (if such Holder has notified the Company in writing of the existence of such Affiliate status), holds at least the Minimum Number of Registrable Shares, which notice shall offer each be held in strict confidence by such Holder Holders and shall include the opportunity anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 3(a). Such notice shall be given promptly (and in any event at least five business days before the filing of the Underwritten Offering Filing or two business days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the managing underwriter or underwriters advise the Company that the giving of notice pursuant to this Section 3(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration bought or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereofovernight Underwritten Offering). Each such Holder who desires to shall then have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) four business days after the date of such notice from BBUC (or within one (1) Business Day business day in the case of a “bought deal” financing). Any Holder shall have or overnight Underwritten Offering) after the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, date on which the Holders received notice pursuant to this Section 2.2.1 3(a) to request inclusion of Registrable Shares in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Shares intended to be disposed of by giving written notice such Holder) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to BBUC of participate in such withdrawal Piggyback Underwritten Offering. Subject to Sections 3(c) and 3(d), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Shares that the Company has been so requested to include by the Piggybacking Holders; provided, however, that such request is made if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 3(a) and prior to the execution of an underwriting agreement (or similar agreement) with respect to thereto, the Company or such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration other Persons who have or Prospectushave been granted registration rights, as applicable, all shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Shares so requested in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Shares for the same period as the delay in including the shares of Common Stock to be included therein; providedsold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainas applicable.

Right to Piggyback. Each time BBUC Whenever PCC proposes to (a) register any Subject Securities under the Securities Act and the registration form to be used may be used for the registration of its equity securities the Registrable Securities (other than pursuant a registration statement on form S-4 or S-8 or any similar successor forms) ("Registration"), PCC shall give written notice to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale all Holders at least 20 days prior to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any anticipated filing date, of its equity intention to effect such a Registration, which notice will specify (to the extent known to PCC) the proposed offering price, the kind and number of securities (proposed to be registered, the distribution arrangements and such other than pursuant information that at the time would be appropriate to an Excluded include in such notice, and shall, subject to Section 3.2, include in such Registration) and , all Registrable Securities with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt PCC has received written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) requests for inclusion therein within three (3) 10 days after the date effectiveness of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included thereinPCC's notice; provided, however, that BBUC may if, at any time withdraw after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such securities, PCC shall determine for any reason not to register or cease proceeding to delay registration of such securities, PCC may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, PCC shall be relieved of its obligation to register any Registrable Securities under this Section 3.1 in connection with such Registration and (ii) in the case of a determination to delay Registration, PCC shall be permitted to delay registering any Registrable Securities under this Section 3.1 during the period that the Registration of such registration other securities is delayed. PCC further agrees to supplement or sale amend a Registration Statement if it shall at required by applicable laws, rules or regulations or by the same time withdraw or cease proceeding with instructions applicable to the registration or sale of all other equity securities originally proposed form used by PCC for such Registration Statement. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received shall be registered or sold. Each Holder shall protect by PCC and maintain offered to the confidentiality of all information communicated to it by BBUC concerning public in a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in Article III on the public domainterms and conditions at least as favorable as those applicable to the registration of Subject Securities to be sold by PCC.

Right to Piggyback. Each If at any time BBUC the Company proposes to (a) register any shares of its equity Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act (other than pursuant a Registration on Form S-4 or Form S-8, or any successor forms), and the registration form to an Excluded be used may be used for the Registration of the Warrant Shares (a "Piggyback Registration"), the Company will give written notice (a "Piggyback Notice") under Canadian Securities Laws or U.S. Securities Laws for sale to all holders of Warrants and Warrant Shares, at least thirty (30) days prior to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any anticipated filing date, of its equity intention to effect such a Registration, which notice will specify the proposed offering price (if determined at that time), the kind and number of securities (other than pursuant proposed to an Excluded Registration) be registered, the distribution arrangements and will, subject to Section 3.2(b)(ii), include in such Piggyback Registration all Warrant Shares with respect to which a Shelf the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given pursuant to Article IV. If at any time after giving the Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to register or Shelf Prospectus is expressly being utilized to effect such saledelay registration, (clause (a) and (b) are each referred to as a “Piggyback Registration”)the Company may, BBUC shall at its election, give prompt written notice of such determination to each Holder holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Warrant Shares that has requested inclusion of its Registrable Warrant Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Statement and (stating the number of Registrable Shares desired to be registeredA) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder determination not to register, shall have be relieved of its obligation to register any Warrant Shares, and (B) in the right case of a determination to withdraw delay registering, shall be permitted to delay registering any Warrant Shares for the same period as the delay in registering such Holder’s request for inclusion other securities, PROVIDED, HOWEVER, no holder of such Holder’s Registrable Warrants or Warrant Shares shall be entitled to Piggyback Registration in connection with any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, howeverIPO which does not include any other selling shareholder; PROVIDED FURTHER, that such request is made prior no holder of Warrants or Warrant Shares shall be entitled to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainon a demand registration initiated by X.X. Childs Equity Partners II, L.P., or any affiliate thereof ("JWC").

Right to Piggyback. Each time BBUC If CSRA proposes to (a) register any of its CSRA Common Stock (whether or not in combination with any other equity securities or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities Act (other than pursuant to an Excluded Registration) under Canadian Securities Laws in connection with registration on Form S-4 or U.S. Securities Laws for sale Form S-8 or any successor or similar forms, or relating solely to the public (whether sale of debt or convertible debt instruments) and the registration form to be used may be used for the account registration of BBUC or the account of any securityholder of BBUC or Stockholder Registrable Securities (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”"), BBUC CSRA shall give prompt written notice to each Holder the Stockholders of Registrable Shares, which its intention to effect such a registration. Each such notice shall offer each such Holder specify the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the approximate number of Registrable Shares desired shares of CSRA Common Stock to be registered. Subject to Sections 4.2 and 4.3, if Stockholder Registrable Securities in the aggregate equal 2% or more of the outstanding shares of CSRA Common Stock, CSRA will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Stockholder Registrable Securities with respect to which CSRA has received a written request from any Stockholder for inclusion therein within three (3) 10 days after the date delivery of such notice; provided that (i) each seller must sell its Stockholder Registrable Securities to the underwriter or underwriters selected by CSRA in connection with such offering on the same terms and conditions as apply to CSRA and (ii) if, at any time after giving notice from BBUC (to the relevant Stockholder of its intention to effect such registration, CSRA shall determine for any reason not to register any of its CSRA Common Stock under the Securities Act, CSRA shall give notice to the relevant Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Registrable Securities in connection with such registration and, except for the obligation to pay Registration Expenses pursuant to Section 5.2 CSRA shall have no liability to the holders of Stockholder Registrable Securities in connection with such termination or within one (1) Business Day in the case of a “bought deal” financing)withdrawal. Any Holder CSRA shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares select the underwriter or underwriters to administer any underwritten offering in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) connection with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainrelated offering.

Right to Piggyback. Each Except as provided in Section 4(d) below, if, at any time BBUC after the Lock Up Period but prior to the Final Date, Issuer proposes to (a) register any of its equity securities (file a registration statement under the Act, other than a shelf registration statement of Issuer pursuant to Rule 415 under the Act (an Excluded Registration) under Canadian Securities Laws "Issuer Shelf Registration Statement"), or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to make an Excluded Registration) and offering from a then-effective Issuer Shelf Registration Statement, in each case with respect to the registration or offering of Common Units for its own account or on behalf of an Affiliate or Affiliates of Issuer (which a Shelf Registration term shall include for the purposes of this Section 4(a) any director or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”executive officer of Issuer or of an Affiliate of Issuer), BBUC shall then Issuer shall, in each such case, give prompt written notice of such proposed filing or offering, as the case may be, to each Holder the Holders of Registrable SharesSecurities as soon as practicable, which and such notice shall offer each such Holder Holders the opportunity to include Registrable Securities in any or all such registration statement (or, in the case of its Registrable Shares in such an offering from a then-effective Issuer Shelf Registration Statement, to include Registrable Securities covered by the Shelf Registration or Prospectus, as applicable, subject under Section 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) pursuant to the limitations contained in Section 2.2.2 hereofterms hereof (each, a "Piggyback Registration"). Each Holder who that, at the time of receiving such notice, holds at least 10% of the aggregate number of units of Registrable Securities issued on the date hereof pursuant to the Purchase Agreement and desires to have its include Registrable Shares included Securities in such registration statement (or, in the case of an offering from a then-effective Issuer Shelf Registration Statement, desires to include Registrable Securities covered by the Shelf Registration under Section 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) on the same terms and conditions as the Common Units of Issuer or Prospectus, as applicableof such Affiliate or Affiliates of Issuer included therein, shall so advise BBUC Issuer in writing promptly, but in no event longer than within five (stating the number of Registrable Shares desired to be registered5) within three (3) business days after the date of such notice from BBUC (or within one (1) Business Day in Issuer, which notice from the case of a “bought deal” financing). Any Holder shall have state the right to withdraw such Holder’s request for inclusion number of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed Securities desired to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever prior to the Termination Date the Company proposes to (ai) register any of its equity securities Common Stock under the Securities Act (other than pursuant to an Excluded Registration) on a registration statement on Form S-8 or S-4 or such similar forms then in effect under Canadian the Securities Laws Act, in connection with a dividend reinvestment and direct stock purchase plan), whether for its own account or U.S. Securities Laws for sale to the public (whether for the account of BBUC one or more holders of Common Stock, and the account form of registration statement to be used may be used for any securityholder registration of BBUC Registrable Securities, or (bii) sell any of its equity securities Common Stock (other than in connection with an employee stock option or other benefit plan, an exchange offer or offering of securities to the Company’s existing stockholders, a dividend reinvestment and direct stock purchase plan or pursuant to an Excluded Registration“at the market” or similar program) that has already been registered “off the shelf” pursuant to a prospectus supplement (a “Shelf Takedown”) and Registrable Securities can be included in such Shelf Takedown (each a “Piggyback Event”), the Company shall give written notice at least (A) 10 calendar days prior to the proposed offering or (B) two business days in the case of an Overnight Underwritten Offering, Same Day Offering or similar “bought deal” to the Holders of its intention to effect such a registration and/or Shelf Takedown and, subject to Sections 3(b) and 3(c), shall include in such registration statement and in any offering of Common Stock to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Securities with respect to which the Company has received a Shelf Registration written request for inclusion therein from any one or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder more of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) Holders within three (3) five calendar days after the date of such notice from BBUC (or within one (1) Business Day business day in the case of a an Overnight Underwritten Offering, Same Day Offering or similar “bought deal” financing)”) after the Holders’ receipt of the Company’s notice. Any Holder The Company shall have the right no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such Holder’s request registration and/or Shelf Takedown for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made reason at any time prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainpricing thereof.

Right to Piggyback. Each time BBUC If the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an offering of Common Stock whether or not for sale for its own account, other than a registration statement (a) register on Form X-0, Xxxx X-0 or any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or successor forms thereto, (b) sell filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (c) relating solely to the offer and sale of its equity debt securities (other such registration statement, including the Prospectus (as defined below), amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, the “Registration Statement”), then the Company shall give prompt written notice of such filing no later than pursuant ten (10) days prior to an Excluded Registrationthe filing date (the “Piggyback Notice”) and with respect to which a Shelf all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration or Shelf Prospectus is expressly being utilized to effect Statement the number of Registrable Securities as each such sale, holder may request (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice . Subject to each Holder Sections 1.2 and 4.1 hereof and the delivery by any such holder to the Company all required documentation necessary to include such Registrable Securities of Registrable Shares, which notice shall offer each such Holder holder in the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf the Company shall include in each such Piggyback Registration or Prospectus, as applicable, subject all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Company has received written requests from the holders thereof for inclusion therein (stating the number of Registrable Shares desired to be registeredeach a “Piggyback Request”) within three ten (310) days after delivery of the Piggyback Notice. For purposes of this Agreement, “Registrable Securities” means, as of any date of determination, the shares of Common Stock issued to the Holders pursuant to the Purchase Agreement, and any other securities issued or issuable with respect to, in exchange for, or in replacement of any such notice from BBUC Common Stock by way of stock split, stock dividend, distribution, recapitalization, reclassification, merger, consolidation, or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (or within one i) such Registrable Securities are sold pursuant to an effective Registration Statement under the Securities Act, (1ii) Business Day in the case of a “bought deal” financing). Any Holder such Registrable Securities shall have ceased to be outstanding or (iii) such Registrable Securities have been sold in a private transaction in which the right transferor’s rights under this Agreement are not assigned to withdraw such Holder’s request for inclusion the transferee of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, the securities pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain5.6 hereof.

Right to Piggyback. Each time BBUC Whenever, during the period commencing on the date of the Agreement and ending 24 months after the date of the Agreement, Conexant proposes to (a) register under the Securities Act on behalf of any of its equity shareowners any shares of Conexant Stock (except for the registration of securities (other than to be offered pursuant to an Excluded employee benefit plan on Form S-3 or Form S-8 or pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Shares (a "Piggyback Registration) under Canadian Securities Laws or U.S. Securities Laws for sale "), Conexant will so notify Sellers in writing no later than 30 days prior to the public (whether for the account filing date of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which registration statement in connection therewith. The notice shall offer each such Holder the opportunity to include any or all in such filing the amount of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereofSellers may request. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, Seller shall so (i) advise BBUC Conexant in writing (stating within 15 days after the date of receipt of such offer from Conexant, setting forth the number of Registrable Shares desired for which registration is requested, and (ii) deliver to Conexant a letter from counsel to such Seller to the effect that registration under the Securities Act is or may be registered) within three (3) days required for the sale of such Registrable Shares. If at any time after giving any such written notice of its intention to effect any registration of securities and prior to the effective date of the Registration Statement filed in connection with such registration, Conexant shall determine for any reason not to register any securities which gave rise to the Piggyback Registration, Conexant may, in its sole discretion, give written notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s determination to Sellers and thereupon it shall be relieved of its obligation to register any Registrable Shares in connection with such registration. If the offering subject to any Registration Statement, Shelf Registration or Prospectus, as applicable, notice given pursuant to this Section 2.2.1 by giving written notice 2(a) is to BBUC be underwritten, Sellers shall sell the Registrable Shares to be included in the registration to or through the underwriter or underwriters of such withdrawal provided, however, that such request is made prior the securities being registered upon terms generally comparable to the execution terms applicable to others, and if any underwriter or underwriters reasonably determine that the number of shares included in the Registration Statement is more than can be sold in an underwriting agreement (or similar agreement) with respect orderly fashion, then the number of shares which Sellers and any other holders of Conexant Stock having piggyback registration rights will be permitted to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested registration statement will be reduced pro rata in proportion to the number of shares proposed to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any in such registration by Sellers and any other holders having piggyback registration rights to an amount reasonably acceptable to the underwriter or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainunderwriters.

Right to Piggyback. Each Subject to Sections 2(c) and 2(d) hereof, if at any time BBUC prior to the first anniversary of the Date of Issuance SEi proposes to (a) register file a Registration Statement under the Securities Act with respect to any offering of the Common Stock by SEi for its own account and/or on behalf of any of its equity securities security holders (other than (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (iii) any registration of securities as it relates to an offering and sale to management of SEi pursuant to an Excluded Registrationany employee stock plan or other employee benefit plan arrangement) under Canadian Securities Laws or U.S. Securities Laws for sale then, as soon as practicable (but in no event less than twenty (20) days prior to the public (whether for the account proposed date of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf filing such Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”Statement), BBUC SEi shall give prompt written notice (including the proposed offering price or range of offering prices, the type and amount of securities proposed to each Holder be registered, proposed distribution arrangements and the name of Registrable Sharesthe managing underwriter) of such proposed filing to the Holders, which and such notice shall offer each such Holder the Holders the opportunity to register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to subsection 2(d), SEi shall include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Statement all Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Securities requested within fifteen (stating the number of Registrable Shares desired to be registered) within three (315) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders to be included in the registration for such offering pursuant to a Piggyback Registration), provided, however, that if, at any time after giving written notice of its intention to register Common Stock and prior to the effective date of the Registration Statement filed in connection with such registration, SEi shall determine for any reason not to register or to delay registration of the Common Stock to be registered for sale by SEi, SEi may, at its election, give written notice from BBUC of such determination to the Holder of Registrable Securities and, thereupon, (or within one (1i) Business Day in the case of a “bought deal” financing). Any Holder determination not to register, shall have the right be relieved of its obligation to withdraw such Holder’s request for inclusion of such Holder’s register any Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) connection with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at (but not from its obligation to pay the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect Registration Expenses in connection therewith), and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available (ii) in the public domaincase of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, on one occasion only for a reasonable period (not in excess of 75 days) if in its reasonable judgment such filing would require the disclosure of material information that SEi has a bona fide business purpose for preserving as confidential.

Right to Piggyback. Each time BBUC BEPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BEPC or the account of any securityholder of BBUC BEPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BEPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BEPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BEPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BEPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BEPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BEPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BEPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.. Table of Contents

Right to Piggyback. Each time BBUC proposes to (a) Whenever the Company proposes to register any of its equity securities under the Securities Act for sale by the Company solely for cash (other than pursuant to an Excluded Section 2 hereof) (a "Piggyback Registration) under Canadian Securities Laws or U.S. Securities Laws for sale "), the Company will give written notice to all Holders of its intentions to effect such a registration not later than the 45 days prior to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and anticipated filing date. The Company will include in such Piggyback Registration all Registrable Securities with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized the Company has received written request for inclusion therein within twenty business days after the receipt by the Holders of the Company's notice. Each Selling Holder shall be permitted to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder withdraw all of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all part of its Registrable Shares in such Securities from a Piggyback Registration Statement, Shelf Registration or Prospectus, as applicable, subject at any time prior to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the effective date of such notice from BBUC (or within one (1) Business Day in the case of Piggyback Registration. If a “bought deal” financing). Any Piggyback Registration is an underwritten offering, each Selling Holder shall have be obligated to sell its Registrable Securities on the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, same terms and conditions as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior apply to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included thereinsecurities being issued and sold by the Company; provided, however, that BBUC may at it an underwritten offering is being conducted in which Selling Holders seek to exercise their piggyback rights and the managing underwriter advises the Company in writing that in its opinion the total number or dollar amount of Registrable Securities requested to be included in such registration exceeds the number or dollar amount of securities which can be offered and sold on reasonable terms and price under prevailing market conditions, the Company will include in such registration first the securities which the Company proposes to sell, and then the number and dollar amount of Registrable Securities of Selling Holders on a proportionate basis, which, in the opinion of the underwriter, can be sold; and, further provided, that if shares of the Company's common stock held by Persons other than the Company or any time withdraw Holder or cease proceeding Holders of the Registrable Securities were proposed to be included in such registration statement, there shall first be a reduction in the dollar amount of the shares which such other Persons propose to include in such registration statement before any reduction of any Holder or Holders of Registrable Securities. Notwithstanding the foregoing, if the Company proposes to sell any of its securities under the Securities Act pursuant to the terms of warrants, rights or convertible securities which are being registered in connection with the registration of such warrants, rights or convertible securities or in connection with dividend reinvestment plans and other than pursuant to Section 2 hereof, the Company shall have no obligation to register Registrable Securities for sale as part of the offering of such warrants, rights or convertible securities unless the Registrable Securities can be registered and sold in an offering conducted subsequent to such offering, and provided that if the Company, the managing underwriter or their representatives, or the selling dealers or their representatives, if any, determine, reasonably and in good faith that the number of securities on any such registration exceeds the number of shares which can be offered and sold on reasonable terms and price under prevailing market conditions, the Company will include in such registration first the warrants, rights or sale convertible securities which the Company proposes to sell and then, in a subsequent offering, the number and dollar amount of Registrable Securities which can be sold under prevailing market conditions, reduced, if it necessary on a proportionate basis among such Selling Holders. (b) The Company shall at bear all Registration Expenses in connection with any Piggyback Registration, except that Selling Holders shall bear the same time withdraw or cease proceeding with cost of additional filing fees, printing costs and Blue Sky fees and expenses resulting from the inclusion of Registrable Securities in such registration or sale in proportion to the relative amounts of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it Registrable Securities included by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domaineach Selling Holder.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than Common Stock pursuant to a registration statement in an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, underwritten offering under the Securities Act (clause (a) and (b) are each referred to as a “Piggyback RegistrationTakedown”), BBUC the Company shall give prompt written notice (a “Piggyback Notice”) to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Takedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five 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 underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within two Business Days (in the case of an underwritten offering under a Shelf Registration Statement on Form S-3) or within five Business Days (in the case of an underwritten offering under any other registration statements) after the receipt of any Piggyback Notice, which notice request shall offer each specify the number of Registrable Securities intended to be disposed of by such Holder Holder, and the opportunity Company shall, subject to the provisions of Sections 3(b) and 3(c), include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, subject all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five days after sending the Company’s notice. For the avoidance of doubt, a Piggyback Takedown shall not be considered an Underwritten Shelf Takedown for purposes of Section 2. Notwithstanding anything to the limitations contrary contained in Section 2.2.2 hereof. Each Holder who desires herein, the Company may determine not to have its proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares included Securities requesting to include their Registrable Securities in such Registration StatementPiggyback Takedown. Prior to the commencement of marketing efforts for such Piggyback Takedown, Shelf Registration or Prospectus, as applicable, the Company shall so advise BBUC in writing (stating the number Holders of Registrable Shares desired Securities requesting to be registered) within three (3) days after include their Registrable Securities in such Piggyback Takedown of the date of price range acceptable to the Company in such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any offering, and each such Holder shall have the right be permitted to withdraw such Holder’s request for inclusion all or part of such Holder’s Registrable Shares in Securities from a Piggyback Takedown at any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made time prior to the execution earlier of an underwriting agreement (1) the date that is two Business Days after receipt of such price range information and (2) commencement of marketing efforts for such Piggyback Takedown, and such Holder shall continue to have the right to include any Registrable Securities in any subsequent Shelf Takedown, all upon the terms and conditions set forth herein. For the avoidance of doubt, any at-the-market offering or similar agreement) with respect continuous offering program of the Company shall not constitute a “Piggyback Takedown” for purposes of this Agreement, and this Section 3 shall not apply to any such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC BEPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BEPC or the account of any securityholder of BBUC BEPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BEPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BEPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BEPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such HolderXxxxxx’s request for inclusion of such HolderXxxxxx’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BEPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BEPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BEPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BEPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (other than whether or not following a request by a Demand Holder), including a registration pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public any registration rights agreement not prohibited by this agreement (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC or proposes to offer any Common Stock pursuant to a registration statement in an underwritten offering of Common Stock under the Securities Act (whether or not following a request by a Demand Holder) (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, which such notice shall offer each be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Holder Piggyback Takedown. In the opportunity case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than ten Business Days prior to include any or all the expected date of its Registrable Shares in filing of such Registration Statement, Shelf Registration or Prospectus, as applicableregistration statement. The Company shall, subject to the limitations contained in provisions of Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 5 below, BBUC shall include in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. Notwithstanding anything to the contrary contained herein, (i) 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 in such Registrable Shares so requested to be included thereinPiggyback Takedown; provided, however, that BBUC may at nothing in this clause (i) shall impair the right of any time withdraw or cease proceeding with any Demand Holder to request that such registration be effected pursuant to Section 2 or sale if it Section 3; (ii) any Holder of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw that registration; provided, however, that the withdrawal shall at be irrevocable and after making the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each withdrawal, a Holder shall protect no longer have any right to include its Registrable Securities in that Piggyback Takedown; and maintain (iii) the confidentiality provisions of all information communicated this Section 4 shall not apply to it by BBUC concerning a proposed Piggyback Registration any Underwritten Block Trade for the purpose of generating proceeds to repay the PIPE Financing or for the purpose of satisfying any collateral maintenance requirement pursuant to this Section 2.2.1 until such information becomes available in the public domainPIPE Financing.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than Common Stock pursuant to a registration statement in an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, underwritten offering under the Securities Act (clause (a) and (b) are each referred to as a “Piggyback RegistrationTakedown”), BBUC the Company shall give prompt written notice (a “Piggyback Notice”) to each all Holders of at least 15 million shares of the Company’s Common Stock of its intention to effect such Piggyback Takedown; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Takedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than two Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown and if no response is received on a timely basis, such right will be legally waived. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. For the avoidance of doubt, if such notice is not received by the Company in a timely fashion in accordance with this section, the failure to submit a timely notice shall be deemed a waiver of such Holder’s rights pertaining to this section. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within one Business Day after the receipt of any Piggyback Notice, which request shall specify the number of Registrable SharesSecurities intended to be disposed of by such Holder, which notice shall offer each such Holder and the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicableCompany shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statementprovisions of Sections 3(b) and 3(c), Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, all such Registrable Shares so requested Securities with respect to which the Company has received written requests for inclusion therein within one Business Day after sending the Company’s notice. For the avoidance of doubt, a Piggyback Takedown shall not be included therein; providedconsidered an Underwritten Shelf Takedown for purposes of Section 2. Notwithstanding anything to the contrary contained herein, however, that BBUC the Company may at any time withdraw or cease proceeding determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainTakedown.

Right to Piggyback. Each time BBUC If the Company or any Holder proposes to (a) register any of its equity securities (other than pursuant conduct a registered offering of, or if the Company proposes to an Excluded Registration) file a Registration Statement under Canadian the Securities Laws or U.S. Securities Laws for sale Act with respect to the public (whether Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of BBUC shareholders of the Company (or by the account Company and by the shareholders of any securityholder of BBUC or (b) sell any of its equity securities (the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) filed in connection with any employee stock option or other benefit plan, or pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), , then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Excluded Registration) and with respect Underwritten Offering pursuant to which a Shelf Registration Statement, the applicable “red hxxxxxx” Prospectus or Shelf Prospectus is expressly being utilized prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to effect be included in such saleoffering, (clause (athe intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (bB) are each referred offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), BBUC the Company shall give prompt written notice cause all such Registrable Securities to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares be included in such Piggyback Registration Statementand, Shelf Registration or Prospectus, as if applicable, subject shall use its commercially reasonable efforts to cause the limitations contained in managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.2 hereof. Each Holder who desires 2(b)(i) to have its Registrable Shares be included therein on the same terms and conditions as any similar securities of the Company included in such Registration Statement, Shelf Registration and to permit the sale or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date other disposition of such notice from BBUC (or within one (1Registrable Securities in accordance with the intended method(s) Business Day of distribution thereof. The inclusion of any Holder’s Registrable Securities in the case of a “bought deal” financing). Any Holder Piggyback Registration shall have the right be subject to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant agreement to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of enter into an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding customary form with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain underwriter(s) selected for such Underwritten Offering by the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainCompany.

Right to Piggyback. Each time BBUC Except with respect to the filing of the Shelf Registration Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Corporation proposes to (a) register any file a Registration Statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its equity securities own account (other than a Registration Statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment (or similar) plan, (iii) a registration pursuant to an Excluded Registrationwhich the Corporation is offering to exchange its own securities for other securities, or (iv) under Canadian a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Corporation or any Subsidiary that are convertible for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Securities Laws or U.S. Securities Laws for sale Act may resell such notes and sell the Common Stock into which such notes may be converted, then, except to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and extent otherwise provided below with respect to which a Shelf the Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration or Shelf Prospectus is expressly being utilized to effect Statement the number of Registrable Securities as each such sale, holder may request (clause (a) and (b) are each referred to as a “Piggyback Registration”). Subject to Section 5(b), BBUC the Corporation shall give prompt include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after notice has been given to each Holder the applicable holder. The eligible holders of Registrable Shares, which notice Securities shall offer each such Holder be permitted to withdraw all or part of the opportunity to include Registrable Securities from a Piggyback Registration at any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject time at least five (5) Business Days prior to the limitations contained in Section 2.2.2 hereofeffective date of the Registration Statement for such Piggyback Registration. Each Holder who desires The Corporation shall not be required to have its maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the applicable Registrable Shares Securities included in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Shelf Registration (i) in connection with a Demand Notice for an Initial Public Offering in which the KKR Stockholders are selling (or Prospectuscausing to be sold) Registrable Securities beneficially owned by them in such Initial Public Offering on a secondary basis, as applicable, the Corporation shall so advise BBUC in writing (stating the number be required to deliver a Piggyback Notice to all holders of Registrable Shares desired to be registered) within three (3) days after the date Securities and in such event all holders of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder Registrable Securities shall have the right to withdraw participate in such Holder’s request offering on a pro rata basis with such KKR Stockholders, taken together (it being understood that in connection with any Initial Public Offering in which the KKR Stockholders are not selling (or causing to be sold) Registrable Securities beneficially owned by them on a secondary basis, no such Piggyback Notice need be sent), and (ii) no member of senior management of the Corporation or any of its Subsidiaries who has been provided with piggyback rights in this Section 5 shall be permitted to exercise such rights unless the KKR Stockholders are selling Registrable Securities in such transaction. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration the Corporation shall determine for inclusion any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, give written notice of such Holder’s determination to the Stockholders and thereupon the Corporation shall be relieved of its obligation to register such Registrable Shares Securities in any Registration Statementconnection with the registration of securities originally intended to be included in such registration, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the right of a Principal Stockholder promptly thereafter to request that such request is made prior registration be continued as a registration under Section 3 to the execution extent permitted thereunder (which continuation shall, for the avoidance of an underwriting agreement (or similar agreement) with respect to such offering. Subject to doubt, not require the restart of any applicable minimum notice provisions, but shall count as a Demand Registration for purposes of Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain4(e)).

Right to Piggyback. Each time BBUC proposes If Parent or any of its stockholders propose to (a) register any of its equity securities in an underwritten offering under the Securities Act during the six-month period following the Closing Date for its own account (other than a registration relating solely to the sale of securities to participants in a Parent stock plan, a registration pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale a Rule 145 transaction, a registration pursuant to a currently registration statement filed with the SEC prior to the public (whether date of this Agreement, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Parent Shares or a registration in which the only Parent Shares being registered is Parent Shares issuable upon conversion of debt securities which are also being registered) and the registration form to be used may be used for the account registration of BBUC or the account of any securityholder of BBUC or Parent Common Stock (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “"Piggyback Registration”), BBUC shall give prompt it will so notify in writing the Securityholders who received Parent Shares pursuant to Section 1.9 (the “Holders”) no later than twenty (20) days prior to the anticipated filing date. Subject to the provisions of Section 6.12(c) and Section 6.12(d) hereof, Parent will include in the Piggyback Registration all Parent Shares (the “Holder Shares”) with respect to which Parent has received from the Holder written notice to each Holder for inclusion of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing registration within ten (stating the number of Registrable Shares desired to be registered) within three (310) days after the issuance of Parent’s notice. The Holder’s notice shall state the intended method of disposition of the Holder Shares by the Holder. The Holder may withdraw all or any part of the Holder Shares from a Piggyback Registration at any time before ten (10) Business Days prior to the effective date of the Piggyback Registration. In connection with any Piggyback Registration in which Holder Shares are proposed to be included, the Holder shall enter into and deliver such notice from BBUC customary agreements and instruments (or within one including a customary underwriting agreement), make such customary representations, warranties and covenants (1) Business Day including without limitation customary lock-up agreements as described herein with respect to Parent Shares not included in the case Piggyback Registration), provide such customary information as described herein, and provide such customary indemnifications as Parent and/or the managing underwriter of the Piggyback Registration shall request. Also in connection with any Piggyback Registration in which Holder Shares are proposed to be included, the Parent shall (a) furnish to the Holder such numbers of copies of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statementprospectus, Shelf Registration or Prospectusincluding a preliminary prospectus, as applicablerequired by the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate its disposition of the Holder Shares, (b) use its commercially reasonable efforts to cause all such Holder Shares covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed, (c) provide a transfer agent and registrar for all Holder Shares registered pursuant to this Section 2.2.1 by giving written notice to BBUC 6.12 and provide a CUSIP number for all such Holder Shares, in each case not later than the effective date of such withdrawal providedregistration, however(d) notify the Holder, that such request is made prior to promptly after the execution Parent receives notice thereof, of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any the time withdraw or cease proceeding with any when such registration statement has been declared effective or sale if it shall at a supplement to any prospectus forming a part of such registration statement has been filed, (e) after such registration statement becomes effective, notify the same time withdraw Holder of any request by the SEC that the Parent amend or cease proceeding supplement such registration statement or prospectus and (f) provide the Holder with customary indemnification for any liability incurred by the Holder in connection with such registration as a result of the Parent’s violation or sale alleged violation of all other equity any securities originally proposed Law in connection with such registration. The right of the Holder to be registered or sold. Each include Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Shares in any Piggyback Registration pursuant shall be subject to this Section 2.2.1 until such information becomes available underwriter cutback at and in the public domainsole discretion of the managing underwriter of such Piggyback Registration.

Right to Piggyback. Each If the Company at any time BBUC proposes to (a) register any of its equity securities under the Securities Act (other than pursuant registrations of Registrable Securities or registrations on Form S-4 or S-8 or the equivalent thereof) with respect to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public a Public Offering (whether for its own account or for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registrationsecurity holders) and with respect the form of Registration Statement to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such salebe used may be used for the registration of Registrable Securities held by the Holders, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall the Company will give prompt written notice to each Holder Holders of Registrable Sharesits intent to do so and the proposed method of distribution, which notice shall offer each state whether such Holder registration has been initiated by the opportunity to include any Company (a "COMPANY REGISTRATION") or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereofby another Person (a "THIRD-PARTY REGISTRATION"). Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing Within thirty (stating the number of Registrable Shares desired to be registered) within three (330) days after receipt of such notice, any Holder may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities not otherwise registered pursuant to a Registration Statement in connection with such proposed registration of securities by the Company under the Securities Act (a "PIGGYBACK REGISTRATION"). Such written notice to the Company shall specify the Registrable Securities intended to be disposed of by such Holder. Upon receipt of such request, the Company will use all commercially reasonable efforts to register under the Securities Act all Registrable Securities which the Company had been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the proposed method of distribution; PROVIDED, -------- however, that if at any time after giving notice of its intent to register securities and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give notice from BBUC of such determination to the Holders of Registrable Securities requesting such registrations, and, thereupon, (or within one (1x) Business Day in the case of a “bought deal” financing). Any Holder determination not to register, the Company shall have be relieved of its obligation to register any Registrable Securities in connection with the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration StatementPiggyback Registration, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such request is made prior registration be effected as a Demand Registration under Section 2(a) hereof, and (y) in the case of a determination to delay registering, the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Company may delay registering any Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at Securities for the same time withdraw or cease proceeding with period as the delay in registering such other securities. No registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to effected under this Section 2.2.1 until such information becomes available in 2(b) shall relieve the public domainCompany of its obligation to effect any Demand Registration upon request under Section 2(a) hereof.

Right to Piggyback. Each time BBUC BEPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BEPC or the account of any securityholder of BBUC BEPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BEPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BEPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BEPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BEPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BEPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BEPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BEPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities (other than whether or not following a request by a Demand Holder), including a registration pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public any registration rights agreement not prohibited by this agreement (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC or proposes to offer any Common Stock pursuant to a registration statement in an underwritten offering of Common Stock under the Securities Act (whether or not following a request by a Demand Holder) (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, which such notice shall offer each be given concurrently with the commencement of, and no later than three Business Days prior to the conclusion of, marketing efforts for such Holder Piggyback Takedown (or, solely in respect of an Unmarketed Takedown, promptly after receiving the opportunity applicable Demand Shelf Takedown Notice in respect of such Unmarketed Takedown (without giving effect to include any or all the last sentence of its Registrable Shares in Section 16(d))). In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such Registration Statement, Shelf Registration or Prospectus, as applicablenotice shall be given not less than three Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the limitations contained in provisions of Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 5 below, BBUC shall include in such Registration Statement, Shelf Registration or ProspectusPiggyback Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within two Business Days after the Company’s notice is given (or, solely in respect of an Unmarketed Takedown, within 18 hours after the applicable Demand Shelf Takedown Notice in respect of such Unmarketed Takedown is given to the Company (without giving effect to the last sentence of Section 16(d))). Notwithstanding anything to the contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares so requested Securities requesting to be included thereininclude their Registrable Securities in such Piggyback Takedown; provided, however, that BBUC may at nothing in this clause (i) shall impair the right of any time withdraw or cease proceeding with any Demand Holder to request that such registration be effected pursuant to Section 2 or sale if it Section 3; (ii) any Holder of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw that registration; provided, however, that the withdrawal shall at be irrevocable and after making the same time withdraw or cease proceeding withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown; (iii) the provisions of this Section 4 shall not apply to any Underwritten Payoff Takedown; and (iv) with respect to an underwritten offering proposed to consist solely of shares sold for the account of the Company, this Section 4 shall not apply if, after consultation with the registration or sale Apollo Demand Holders, the HGM Demand Holders and the proposed managing underwriter, the Company determines that the inclusion of all other equity securities originally any additional shares would create a material risk that the shares proposed to be registered or sold. Each Holder shall protect and maintain sold for the confidentiality account of all information communicated the Company could not be sold in an orderly manner within a price range acceptable to it by BBUC concerning a proposed Piggyback Registration pursuant to the Company; provided, however, that except in the case of an Underwritten Payoff Takedown if the offering includes any shares sold for the account of any party other than the Company, this Section 2.2.1 until such information becomes available in the public domain4 will apply.

Right to Piggyback. Each time BBUC the Company proposes to (a) register any of its equity securities Common Stock (other than pursuant to an Excluded Registration) under Canadian the Securities Laws or U.S. Securities Laws Act for sale to the public (whether for the account of BBUC the Company or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”the Company), BBUC the Company shall give prompt written notice to each Holder (which notice shall be given not less than thirty (30) days prior to the effective date of Registrable Sharesthe Company's Registration Statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares or his Conversion Common Stock in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 2.1.2 hereof. Each Holder who desires to have its Registrable Shares or his Conversion Common Stock included in such Registration Statement, Shelf Registration or Prospectus, as applicable, Statement shall so advise BBUC the Company in writing (stating the number of Registrable Shares shares desired to be registered) within three twenty (320) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing)Company. Any Holder shall have the right to withdraw (provided that, after such Holder has entered into an underwriting agreement, such right to withdraw will exist only to the extent provided in such underwriting agreement) such Holder’s 's request for inclusion of such Holder’s Registrable Shares 's Conversion Common Stock in any Registration Statement, Shelf Registration or Prospectus, as applicable, Statement pursuant to this Section 2.2.1 2.1.1 by giving written notice to BBUC the Company of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offeringwithdrawal. Subject to Section 2.2.2 below2.1.2 hereof, BBUC the Company shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, Statement all such Registrable Shares Conversion Common Stock so requested to be included therein; provided, however, that BBUC the Company may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered. As used herein, "Excluded Registration" means a registration under the Securities Act of (i) securities registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainShelf Registration, (ii) securities registered on Form S-4 or S-8 or any similar successor form, (iii) securities registered to effect the acquisition by the Company of, or combination by the Company with, another Person or registered to effect an offering solely to the Company's existing stockholders and (iv) securities registered pursuant to any primary shelf registration statement on the part of the Company or any resale shelf registration statement on behalf of any other Person.

Right to Piggyback. Each time BBUC proposes to Whenever, during the period commencing on the date of the Closing and terminating on the earlier of the date (ai) register any of its equity securities (other than the Registrable Shares covered thereby have been sold pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC a Registration Statement, or (bii) by which Seller may sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares covered thereby under Rule 144, Buyer proposes to register under the Securities Act on behalf of any of its shareowners any shares of Buyer Stock (except for the registration of securities 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 then in effect) and the registration form to be used may be used for the registration of the Registrable Shares (a "Piggyback Registration"), Buyer will so notify Seller in writing no later than 30 days prior to the filing date of a registration statement in connection therewith. The notice shall offer to include in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to filing the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its amount of Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, Seller may request. Seller shall so (i) advise BBUC Buyer in writing (stating within 15 days after the date of receipt of such offer from Buyer, setting forth the number of Registrable Shares desired for which registration is requested, and (ii) deliver to Buyer a letter from counsel to Seller to the effect that registration under the Securities Act is or may be registered) within three (3) days required for the sale of such Registrable Shares. If at any time after giving any such written notice of its intention to effect any registration of securities and prior to the effective date of the Registration Statement filed in connection with such registration, Buyer shall determine for any reason not to register any securities which gave rise to the Piggyback Registration, Buyer may, in its sole discretion, give written notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s determination to Seller and thereupon it shall be relieved of its obligation to register any Registrable Shares in connection with such registration. If the offering subject to any Registration Statement, Shelf Registration or Prospectus, as applicable, notice given pursuant to this Section 2.2.1 by giving written notice 2(a) is to BBUC be underwritten, Seller shall sell the Registrable Shares to be included in the registration to or through the underwriter or underwriters of such withdrawal provided, however, that such request is made prior the securities being registered upon terms generally comparable to the execution terms applicable to others, and if any underwriter or underwriters reasonably determine that the number of shares included in the Registration Statement is more than can be sold in an underwriting agreement (or similar agreement) with respect orderly fashion, then the number of shares which Seller and any other holders of Buyer Stock having piggyback registration rights will be permitted to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested registration statement will be reduced pro rata in proportion to the number of shares proposed to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any in such registration by Seller and any other holders having piggyback registration rights to an amount reasonably acceptable to the underwriter or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainunderwriters.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities under the Securities Act (other than except for the registration of securities to be offered pursuant to an Excluded employee benefit plan on Form S-8, pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities (a "Piggyback Registration) under Canadian "), it will so notify in writing all holders of Registrable Securities Laws or U.S. Securities Laws for sale not later than 30 days prior to the public (whether for anticipated filing date. Subject to the account provisions of BBUC or Section 11(c), the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and Company will include in the Piggyback Registration all Registrable Securities with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt the Company has received written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) requests for inclusion within three (3) 15 business days after the applicable holder's receipt of the Company's notice. The holders of Registrable Securities may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before three business days prior to the effective date of the Piggyback Registration. If a Piggyback Registration is an underwritten offering effected under Section 11(c), all Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If 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 register or to delay registration of such securities, the Company may, at its election, give written notice from BBUC of such determination to each holder of Registrable Securities and (or within one (1i) Business Day in the case of a “bought deal” financing). Any Holder determination not to register, shall have the right be relieved of its obligation to withdraw such Holder’s request for inclusion of such Holder’s register any Registrable Shares Securities in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) connection with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it (but not from any obligation of the Company to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall at be permitted to delay registering any Registrable Securities, for the same time withdraw or cease proceeding with period as the registration or sale of all delay in registering such other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainsecurities.

Right to Piggyback. Each time BBUC BIPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BIPC or the account of any securityholder of BBUC BIPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BIPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BIPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BIPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BIPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BIPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BIPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BIPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to (a) register any of its equity securities (file a registration statement, other than pursuant to an Excluded RegistrationSection 1(a) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether above, for the account registration of BBUC or the account of any securityholder of BBUC or (b) sell any shares of its equity securities Common Stock in connection with an underwritten primary public offering on behalf of NationsRent or an underwritten secondary public offering on behalf of other persons who are not the Holders of Registrable Securities, NationsRent will, prior to such filing, give fifteen (other than pursuant to an Excluded Registration15) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC shall give prompt days prior written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Shares in intention to do so and, upon the written request of any of the Holders given within ten (10) days after receipt of such Registration Statementnotice, Shelf Registration or Prospectus, as applicableNationsRent shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires terms of this Agreement, use its best reasonable efforts to have its cause the Registrable Shares included in Securities which NationsRent has been requested to register by such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired Holders to be registered) within three (3) days registered under the Securities Act to the extent necessary to permit their sale. 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, NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, NationsRent may, at its election, give written notice from BBUC of such determination to each Holder and, thereupon, (or within one (1i) Business Day in the case of a “bought deal” financingdetermination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal providedwithout prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a registration under Section 1(a), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, 5 for the same period as the delay in registering such other securities. No registration effected under this Section 2(a) shall relieve NationsRent of its obligation to effect any registration upon request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to under Section 2.2.2 below1(a), BBUC nor shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed hereunder be deemed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration have been effected pursuant to this Section 2.2.1 until such information becomes available in the public domain1(a).

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of its equity securities the Common Stock (other than pursuant to an a Demand Registration, Underwritten Shelf Takedown, Holder Block Sale, Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such salean at-the-market offering, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC the Company shall give prompt written notice to each Holder all Holders of Registrable SharesSecurities of its intention to effect such Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration that is a Shelf Takedown or is automatically effective upon filing, which notice such Piggyback Registration Notice shall offer each be given not less than five Business Days (two Business Days in the case of a Block Sale) prior to the expected date of commencement of marketing efforts for such Shelf Takedown and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given not less than five Business Days after the public filing of such Registration Statement; provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of a Piggyback Registration that includes an underwritten Public Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the subject Piggyback Registration would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Piggyback Registration, the Company shall have no obligation to provide a Piggyback Registration Notice to such Holder the opportunity and such Holder shall have no right to include any or all of its Registrable Shares Securities in such Registration StatementPiggyback Registration. The Company shall, Shelf Registration or Prospectussubject to the foregoing and the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its all Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after Securities beneficially owned by Holders on the date of such notice from BBUC the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within three Business Days (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have Block Sale) after the right to withdraw such Holder’s request for inclusion date of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainNotice.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities Common Shares (other than pursuant a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for the offer and sale to the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than Company’s employees pursuant to any employee stock plan or other employee benefit plan arrangement), whether or not following a request by an Excluded Registration) and with respect Initial Requesting Holder or Requesting Holder 41 pursuant to which a Shelf Demand Registration or Shelf Prospectus is expressly being utilized to effect such sale, Notice (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Shares of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 5(c)(ii) and Section 5(c)(iii) below, include in such Piggyback Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. At least four Business Days prior to the pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity Shares who requested to include securities in such Piggyback Takedown, an expected range of prices, as determined by the managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any or all Piggyback Takedown upon written notice to the Holders of its Registrable Shares requesting to include their Registrable Shares in such Registration StatementPiggyback Takedown, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each and (B) any Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to may withdraw such Holder’s its request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC the Company of its intention to withdraw such request; provided that, (1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, such withdrawal provided, however, that such request is made prior must be delivered before the later to occur of (x) the execution filing of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all a preliminary prospectus including such Registrable Shares so requested in the proposed offering and (y) two (2) Business Days prior to pricing of the proposed offering; and (2) the withdrawal shall be included therein; providedirrevocable and after making the withdrawal, howevera Holder shall no longer have any right to include its Registrable Shares in that Piggyback Takedown. For the avoidance of doubt, that BBUC in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domaintime.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of --- ------------------ its equity securities under the Securities Act of 1933, as amended (the "SECURITIES ACT") (other than pursuant to an Excluded a registration of securities on Form S-8 under the Securities Act (or a successor form to either of such Forms) or pursuant to a "Demand Registration) under Canadian Securities Laws ," as such term is defined in that certain Registration Agreement dated as of April 23, 1997 by and among the Company and certain investors in and executives of the Company (as such Registration Agreement may be amended or U.S. Securities Laws for sale amended and restated from time to time, the public (whether "INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT")), and the registration form to be used may be used for the account registration of BBUC or the account of any securityholder of BBUC or Registrable Securities (bas defined below) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”"PIGGYBACK REGISTRATION"), BBUC the Company shall give prompt written notice to each Holder all holders of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all Securities of its Registrable Shares intention to effect such a registration and shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject registration all Registrable Securities with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired to be registered) Company has received written requests for inclusion therein within three (3) 20 days after the date receipt of the Company's notice. "REGISTRABLE SECURITIES" means the shares of Common Stock held by the Shareholders at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization, and any other shares of Common Stock held by the Shareholders at any time. As to any particular Registrable Securities, such notice from BBUC securities shall cease to be Registrable Securities when they have been registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or within one any similar rule then in force) (1) Business Day in the case of a “bought deal” financing"RULE 144"). Any Holder For purposes of this Amended and Restated Registration Rights Agreement, a person shall have be deemed to be a holder of Registrable Securities whenever such person has the right to withdraw acquire such Holder’s request for inclusion Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise), whether or not such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal acquisition has actually been effected; provided, however, that such request is made ----------------- acquisition must actually have been effected prior to the execution effective date of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such any registration statement which includes any Registrable Shares so requested Securities to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainso acquired.

Right to Piggyback. Each At any time BBUC after the three month period following the Closing Date, whenever Parent proposes to (a) publicly sell in an underwritten offering or register for sale any of its equity securities Shares, in either case pursuant to (i) a registration statement under the Securities Act (other than a registration statement on Form S-8 or Form S-4 or a universal shelf registration statement on Form S-3 if such registration statement is not being filed in connection with an underwritten offering, or, in each case, pursuant to an Excluded Registrationany similar successor forms thereto), or (ii) under Canadian Securities Laws a prospectus supplement covering its Shares; provided, in the case of clause (ii), that Parent has previously filed and there remains effective a shelf registration statement on Form S-3 or U.S. Securities Laws any successor form thereto then available to Parent that permits the registered underwritten offering without the filing of a new registration statement (such registration statement referred to in clause (i) and (ii) above, including a prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, being hereinafter referred to as a “Piggyback Registration Statement”), whether for sale to the public (whether its own account or for the account of BBUC one or the account more securityholders of any securityholder of BBUC or Parent (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC Parent shall give prompt written notice to each Holder as soon as reasonably practicable but in no event less than three business days prior to the initial filing of such Piggyback Registration Statement (or two days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten offering) of its intention to effect such sale or registration and, subject to Sections 3(b) and 3(c) hereof, shall include in such Piggyback Registration Statement all Registrable SharesSecurities with respect to which Parent has received a written request from Holders; provided that Parent shall have no obligation to notify, which notice or allow the participation of, any Holder in any such Piggyback Registration conducted in connection with or in contemplation of, or to provide all or any portion of the funds or credit support to consummate, the acquisition by Parent of property (whether through the direct purchase of assets or the purchase of capital stock of, or merger or consolidation with, any person owning such assets). A Holder’s right to participate in any Piggyback Registration pursuant to an underwritten offering shall offer each be conditioned on the Holder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof, provided that any underwriting agreement shall (i) contain such Holder representations and warranties by, and the opportunity other agreements on the part of, Parent to include and for the benefit of Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject the conditions precedent to the limitations contained in Section 2.2.2 hereof. Each Holder who desires obligations of such underwriters under such underwriting agreement also shall be conditions precedent to have its Registrable Shares included in the obligations of such Registration StatementHolders (except, Shelf Registration for the avoidance of doubt, Holders are not entitled to receive opinions of counsel or Prospectus, as applicable, shall so advise BBUC in writing (stating the number of Registrable Shares desired comfort letters to be registered) within three (3) days after delivered to underwriters pursuant to such conditions precedent). Notwithstanding the date of such notice from BBUC (or within one (1) Business Day foregoing, if any TPG Shareholder wishes to engage in the case a Block Trade off of a “bought deal” financing). Any shelf registration statement pursuant to Section 2, no other Holder shall have the right be entitled to withdraw receive notice of, or to elect to participate in, a Block Trade or any shelf registration statement and prospectus to be used in connection with such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, Block Trade pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (3 or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainotherwise.

Right to Piggyback. Each time BBUC BIPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC BIPC or the account of any securityholder of BBUC BIPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BBUC BIPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC BIPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BBUC BIPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such HolderXxxxxx’s request for inclusion of such HolderXxxxxx’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC BIPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC BIPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC BIPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC BIPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

Right to Piggyback. Each time BBUC Whenever the Corporation proposes to (a) ------------------ register under the Securities Act any offering of its equity securities for cash (other than pursuant to a Demand Registration, a registration for purposes of an Excluded Registration) under Canadian Securities Laws offering to be made principally or U.S. Securities Laws exclusively to holders of the Company's securities, or a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to the public (whether be used may be used for the account registration of BBUC or an offering of Registrable Securities, the account Corporation will at such time, unless three registrations of any securityholder of BBUC or (b) sell any of its equity securities (other than Registrable Securities have become effective pursuant to an Excluded Registration) and this Paragraph 2 (as determined in accordance with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”subparagraph 2(f)), BBUC shall give prompt written notice (a "Registration Notice") to each Holder CDPQ of the Corporation's intention to effect such a ------------------- registration (a "Piggyback Registration"). Subject to subparagraphs 2(c) ---------------------- and 2(d), CDPQ will have the right, exercisable by delivery of a written request (which request shall specify the quantity of Registrable SharesSecurities proposed to be disposed of by CDPQ and its Affiliates) to the Corporation within 30 days after CDPQ receives the applicable Registration Notice, which notice shall offer each such Holder the opportunity to include any request that some or all of the Registrable Securities then owned by CDPQ and its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to Affiliates (but not less than the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing lesser of (stating x) 20% of the number of Registrable Shares desired to be registered) within three Securities then owned by CDPQ and its Affiliates and (3) days after the date of such notice from BBUC (or within one (1) Business Day y), in the case of a “bought deal” financing). Any Holder shall have an IPO, the right to withdraw such Holder’s request for inclusion of such Holder’s IPO Permitted Registrable Shares in any Registration Statement, Shelf Registration or ProspectusSecurities, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreementdetermined in accordance with subparagraph 2(c)) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include be included in such Piggyback Registration. If the Piggyback Registration Statementis to include an offering of equity securities to or through underwriters, Shelf Registration or Prospectus, as applicable, the Corporation will use its best efforts to effect the inclusion in the underwritten offering of all such Registrable Shares Securities which the Corporation has been so requested to include by CDPQ, on the same terms as all other shares of the same class as the Registrable Securities to be included thereinin the underwritten offering, and to include such Registrable Securities in such Piggyback Registration for such purpose; provided, however, that BBUC may if, at any time withdraw after ----------------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason or cease proceeding for no reason not to register or to delay registration of such securities, the Corporation shall so notify CDPQ and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with any such registration or sale (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights, if it any, of CDPQ to request that such registration be effected as a Demand Registration, and (ii) in the case of a determination to delay registering, shall at be permitted to delay registering any Registrable Securities for the same time withdraw or cease proceeding with period as the registration or sale of all delay in registering the other equity securities originally proposed to be registered or soldincluded in such registration. Each Holder No registration effected under this subparagraph 2(a) shall protect and maintain relieve the confidentiality Corporation of all information communicated its obligation to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domaineffect any Demand Registration.

Right to Piggyback. Each time BBUC Whenever the Company proposes to (a) register any of its equity securities under the Securities Act (other than the proposed shareholder rights offering described in Section 10 of the Exchange Agreement, or pursuant to an Excluded Registration) under Canadian a transaction described in Rule 145 of the Securities Laws Act or U.S. Securities Laws on Form S-4 or S-8), whether or not for sale to for its own account, the public (whether for the account of BBUC or the account of any securityholder of BBUC or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are Company will each referred to as a “Piggyback Registration”), BBUC shall time give prompt written confidential notice of such proposed filing to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares Holders (i) in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBUC in writing all cases at least thirty (stating the number of Registrable Shares desired to be registered) within three (330) days after before the anticipated filing date of such notice from BBUC and (or within one (1ii) Business Day in the case of a “bought deal” financingproposed registration in connection with the exercise of any demand registration rights (other than the demand registration rights under Section 1 hereof) within fifteen (15) days after the Company receives notice of such demand. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a "Piggyback Registration"). Any Holder Subject to Sections 3(a) and 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notice of the Company's intention to register such securities shall designate the proposed underwriters of such Public Offering (which shall be one or more underwriting firms of nationally recognized standing) and shall contain the Company's agreement to use its reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities that the Company has been so requested to sell pursuant to Section 2 of this Agreement, it being understood that the holders of Registrable Securities shall have the no right to select different underwriters for the disposition of their Registrable Securities. The Holders shall be permitted to withdraw such Holder’s request for inclusion all or part of such Holder’s the Registrable Shares in Securities from a Piggyback Registration at any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of such withdrawal provided, however, that such request is made time prior to the execution effective time of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domainRegistration.