Common use of Participation Clause in Contracts

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders Holder the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holder entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities ordinary shares for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or similar form that relates to such Forms or a transaction subject to Rule 145 under the Securities 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 similar plan, (v) for the sole purpose of offering securities solely relating to an offering and sale to employees another entity or directors its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only ordinary shares being Registered are ordinary shares of the Company pursuant to any employee stock plan or other employee benefit plan arrangementissuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than fifteen (515) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.2(a) and Section 2.2(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiessecurities of the Company. No Registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.such

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering under an effective Shelf Registration Statement with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the HoldersInvestors, and such notice Piggyback Notice shall offer the Holders Investors the opportunity to Register register under such Registration StatementStatement such number of Registrable Securities as the Investors may request in writing, or to sell in such Public Offering, Offering up to such number of Registrable Securities as each that are included in the Shelf Registration Statement for such Holder may request in writing Public Offering or under a Shelf Registration Statement filed pursuant to Section 3.2, (a “Piggyback Registration”). The Investors must notify the Company of the number of Registrable Securities that they are requesting to be included in the Registration Statement within five (5) Business Days after receipt by the Investor of the Piggyback Notice. Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders the Investor of any such noticePiggyback Notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder the Investors and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Investor to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securitiessecurities as reasonably determined by the Company. If The Investors shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of their request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 3.1 or 2.02, 3.2; (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the Holderseach Holder holding Registrable Securities with a Market Value of no less than $10 million, and such notice Piggyback Notice shall offer the Holders each such Holder the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering Offering, as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownsale, shall be permitted to delay Registering registering or selling any Registrable Securities, Securities for the same period as the delay in Registering registering or selling such other securities. If Any applicable Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If Subject to the terms and conditions hereof, whenever the Company at any time (i) proposes to file a Registration Statement register its Common Stock under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering others (other than a registration by the Company (ix) on a Registration under Section 2.01 or 2.02, (ii) a Registration registration statement on Form S -4 or S-8 S-4 (or any successor form to such Forms thereto) or otherwise in connection with a direct or indirect acquisition by the Company or one of its subsidiaries of another Person or a similar business combination transaction, (iiiy) on a Registration of securities registration statement on Form S-8 (or any successor form thereto) or otherwise solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangementarrangement or (z) pursuant to Section 2 hereof) or (ii) proposes to effect an Underwritten Offering of its Common Stock pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 2 hereof) (a “Company Public Sale”)each, then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give the Stockholder prompt written notice thereof (but not less than five Business Days prior to the filing by the Company with the SEC of such determination registration statement or launch of such Underwritten Offering; provided, that for any Block Trade Offering, two Business Days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify the number of shares of Common Stock proposed to each Holder andbe included in such registration statement or Underwritten Offering, thereuponthe proposed date of filing of such registration statement with the SEC or launch of such Underwritten Offering, the proposed means of distribution and the proposed managing underwriter or underwriters (iif any and if known). Upon the written request of the Stockholder, given within (A) one Business Day, in the case of a determination not to Register any Block Trade Offering, or sell(B) three Business Days, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination any other registration or offering, after such Piggyback Notice is received by the Stockholder (which written request shall specify the number of Registrable Common Stock then presently intended to delay Registering or sellingbe disposed of by the Stockholder), in the absence Company, subject to the terms and conditions of a this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Common Stock held by the Stockholder with respect to which the Company has received such written request for a Demand inclusion to be included in such Piggyback Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for on the same period terms and conditions as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate Company’s Common Stock being sold in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If If, following the expiration of the Lock-Up Period, the Company or any other holder of Company Securities at any time proposes to sell in an Underwritten Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Shares for its own account or for the account of any each other Persons or to conduct a Public Offering Qualified Shareholder (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration Statement on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iiiii) a Registration registration of securities Common Shares solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iii) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”)or one of its Subsidiaries of another Person or a similar business combination transaction, however structured) then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the Underwritten Offering or the filing of such Registration Statement, and any event within five (5) Business Daysas applicable), the Company shall give written notice of such proposed offering or filing or Public Offering to the HoldersHolder, and such notice shall offer the Holders Holder the opportunity to Register register under such Registration Statement, Statement or to sell include in such Public Offering, Underwritten Offering such number of Registrable Securities as each such the Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4(b) and Section 4(c), the Company shall include in such Registration Statement or in such Public Underwritten Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders the Holder of any such notice; provided provided, that if at any time after giving written notice of its intention to Register or sell any securities Common Shares in an Underwritten Offering and prior to the launch date, or to register any Common Shares and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register sell or sell register or to delay Registration such sale or sale of such securitiesregistration, the Company shall give written notice of such determination to each the Holder and, thereupon, (iA) in the case of a determination not to Register sell or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holder to request that such Registration registration be effected as a Demand Registration under (subject to the provisions governing withdrawal set forth in Section 2.01 or an Underwritten 3(b)) or, if applicable, a Shelf Takedown, as the case may be, Take-Down and (iiB) in the case of a determination to delay Registering selling or sellingregistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownShelf-Take-Down, shall be permitted to delay Registering selling or selling registering any Registrable Securities, for the same period as the delay in Registering or selling registering such other securities. If Common Shares; provided, that if such registration or sale involves an Underwritten Offering, the offering pursuant Holder must sell its Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or each other Qualified Shareholder requesting such Registration Statement registration or Public Offering is sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustcustomary or appropriate in combined primary and secondary offerings, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such the Holder may, may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company Corporation at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company Corporation or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then outstanding security of the Corporation or (v) a “Company Public Sale”Registration relating to a dividend reinvestment plan), then, then as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the Company anticipated pricing or trade date), the Corporation shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). The Corporation shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective Registration Statement. Subject to Section 2.03(b3.3(b), the Company Corporation shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine Corporation determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company Corporation shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, . Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the same period as the delay in Registering or selling such other securities. If the offering pursuant Corporation of its request to withdraw prior to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate securities being registered in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration Statement under Section 2.01 or 2.022 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S -4 S-4 or S-8 or any successor form to such Forms or forms, (iii) a Registration registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iv) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”or one of its Subsidiaries of another Person or a similar business combination transaction, however structured), ) then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business Dayscalendar days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4(b) and Section 4(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders of any such notice; provided provided, that if at any time after giving written notice of its intention to Register or sell register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale of such securitiesregistration, the Company shall give written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders to request that such Registration registration be effected as a Demand Registration under (subject to the provisions governing withdrawal set forth in Section 2.01 or an Underwritten Shelf Takedown, as the case may be2(b)), and (iiB) in the case of a determination to delay Registering or sellingregistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling registering any Registrable Securities, for the same period as the delay in Registering or selling registering such other securities. If the offering pursuant to ; provided, that if such Registration Statement or registration involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the Holder requesting such registration, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustas applicable, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Class A Shares for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (a “Company Public Sale”iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 5 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) seven Business Days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, 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 Class A Shares, in each case without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown2.01. For the avoidance of doubt, as no Registration effected under this Section 2.02 shall relieve the case may be, and (ii) in the case Company of a determination its obligation to delay Registering or selling, in the absence of a request for a effect any Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securitiesunder Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time on or after the Effective Time (as defined in the Merger Agreement) proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or the right of the Holders to request that their Registrable Securities be included in any Registration under Section 2.01 or Section 2.02 pursuant to Section 2.01(d) or Section 2.02(c), as applicable, or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans, or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the HoldersHolders (other than the First Reserve Parties), and such notice shall offer the Holders each such Holder the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing within five (a 5) days of delivery of such written notice by the Company; provided, however that in the case of an “Piggyback Registration”)overnight” or “bought” offering, such requests must be made within one (1) business day after the delivery of any such written notice by the Company. Subject to Section Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor First Reserve to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by First Reserve to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement; provided, that such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.

Participation. If the Company Subject to Section 3(b) below, if at any time from and after the date hereof, the Company proposes to file or files a Registration Statement under the Securities Act with respect to any offering of its equity securities of the same type as the Registrable Shares for its own account (other than a Registration Statement in connection with an initial public offering of the Company or a Registration Statement on Form S-8 or Form S-4 or any successor form thereto), or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration security holder of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)same type as the Registrable Shares, then, as soon promptly as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, each Holder and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell include in such Public Offering, registration such number of Registrable Securities Shares as each such Holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b), the The Company shall include in such Registration Statement or in all Registrable Shares requested within 20 days after the receipt of any such Public Offering as applicable all notice (which request shall specify the Registrable Shares intended to be disposed of by such Registrable Securities that are requested Holder) to be included therein within five (5) Business Days after in the receipt registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in such Piggyback Registration shall do so pursuant to the terms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any underwriter of such offering; provided, however, that such Holders shall not be required to represent and warrant to, or to indemnify, any party with respect to any matters other than as to the Holder's ownership of the Registrable Shares and with respect to any other information provided by Holder and required to be included in the Registration Statement pursuant to SEC rules and regulations. Each Holder of Registrable Shares shall be permitted to withdraw all or part of such notice; provided that if Holder's Registrable Shares from a Piggyback Registration at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisthereof.

Participation. If the Company Subject to Section 5(b), if upon or at any time proposes after the consummation of a Qualified Public Offering (or prior to file the consummation of a Qualified Public Offering with the Company’s consent), the Company files a Registration Statement under (i) in connection with the Securities Act with respect to any offering of its equity securities for its own account or for the account exercise of any demand rights by the Apollo Group or any other Persons Holder or to conduct a Public Offering Holders possessing such rights, or (ii) in connection with which the Apollo Group exercises piggy-back registration rights (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-4 or S-8 or any successor form to such Forms or (iii) a Registration any registration of securities solely relating as it relates to an offering and sale to employees or directors management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)with respect to an offering that includes any shares of Common Stock, then, as soon as reasonably practicable, and any event within five (5) Business Days, then the Company shall give written prompt notice of such proposed filing or Public Offering (the “Initial Notice”) to the Holders, Management Holders and the Management Holders shall be entitled to include in such notice shall offer Registration Statement the Registrable Securities (as defined in Section 5(h)) held by them. If the Management Holders the opportunity elect to Register under include any or all of their Registrable Securities in such Registration Statement, or then the Company shall give prompt notice (the “Piggy-Back Notice”) to sell each Holder (excluding the Management Holders) and each such Holder shall be entitled to include in such Public OfferingRegistration Statement the Registrable Securities held by it. The Initial Notice and Piggy-Back Notice shall offer the Management Holders and the Holders, respectively, the right, subject to Section 5(b) (the “Piggy-Back Registration Right”), to register such number of shares of Registrable Securities as each such Management Holder and each Holder may request and shall set forth (i) the anticipated filing date of such Registration Statement and (ii) the number of shares of Common Stock that is proposed to be included in writing (a “Piggyback Registration”)such Registration Statement. Subject to Section 2.03(b5(b), the Company shall include in such Registration Statement or in such shares of Registrable Securities for which it has received written requests to register such shares within fifteen (15) days after the Initial Notice and seven (7) days after the Piggy-Back Notice has been given. A Management Holder may exercise Piggy-Back Registration Rights with respect to a Qualified Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of or any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such subsequent Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) pursuant to a registration by which the Company is offering to exchange its own securities for other securities, (v) pursuant to a registration statement relating solely to a dividend reinvestment or similar plan, or (vi) pursuant to a registration statement by which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to an applicable exemption from the registration requirements of the Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Demand Rights Holders to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If Subject to the limitations set forth in Section 2.01, if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its any equity securities of the Company or Opco for its own the account of the Company or Opco or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 2.01, 2.02 or 2.022.03, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms Forms, (iii) in connection with an “at-the-market” equity distribution program or dividend reinvestment program or (iiiiv) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.07(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities securities, and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Brookfield, the Sponsor Advisor, the Property Manager or the Demanding Holders to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf TakedownOffering, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a Demand Request or a request for with respect to a Demand Registration or an Underwritten Shelf TakedownOffering, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Company Shares for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 3.01 or 2.02Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 10 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities as Investor Holdco and such Demand Parties may request in writing (provided that the number of Registrable Securities Registered by Investor Holdco pursuant to this Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.02) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders, and such notice shall offer the Holders each such Holder the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.03(b3.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the Sponsor a Demand Party, to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be3.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by a Demand Party, that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 3.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a3.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the HoldersPurchaser, and such notice Piggyback Notice shall offer the Holders Purchaser the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder Purchaser may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holders from Purchaser of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder Purchaser and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Purchaser to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Purchaser shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then outstanding security of the Company or (v) a “Company Public Sale”Registration relating to a dividend reinvestment plan), then, then as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Qualified Holders, and such notice Piggyback Notice shall offer the Qualified Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Qualified Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section 2.03(b(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Qualified Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Qualified Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, . Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the same period as the delay in Registering or selling such other securities. If the offering pursuant Company of its request to withdraw prior to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate securities being registered in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If If, following the expiration of the Standstill Period, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration Statement under Section 2.01 2 or 2.023 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration registration of securities Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iv) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”)or one of its Subsidiaries of another Person or a similar business combination transaction, however structured) then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, and any event within five (5) Business Daysas applicable), the Company shall give written notice of such proposed offering or filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register register under such Registration Statement, Statement or to sell include in such underwritten Public Offering, Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4(b) and Section 4(c), the Company shall include in such Registration Statement or in such underwritten Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders of any such notice; provided provided, that if at any time after giving written notice of its intention to Register or sell any securities Common Stock in an underwritten Public Offering and prior to the launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register sell or sell register or to delay Registration such sale or sale of such securitiesregistration, the Company shall give written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register sell or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders to request that such Registration registration be effected as a Demand Registration under (subject to the provisions governing withdrawal set forth in Section 2.01 or an 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten Shelf Takedown, as Takedown related thereto (subject to the case may beprovisions governing withdrawal set forth in Section 3(e)(i)), and (iiB) in the case of a determination to delay Registering selling or sellingregistering, in the absence of a request for a Demand Registration Registration, Shelf Offering Request or an Underwritten Shelf Takedown, shall be permitted to delay Registering selling or selling registering any Registrable Securities, for the same period as the delay in Registering or selling registering such other securities. If the offering pursuant to Common Stock; provided, that if such Registration Statement registration or sale involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration or sale must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, then each Holder making as applicable, with, in the case of a request for a Piggyback Registration pursuant combined primary and secondary offering, such differences, including any with respect to this Section 2.03(a) mustrepresentations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 3.1 or 2.02, 3.2; (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity incentive plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the Holderseach (i) Holder holding Registrable Securities with a Market Value of no less than $25 million and (ii) Angel Oak Investor, and such notice Piggyback Notice shall offer the Holders each such Holder the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering Offering, as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownsale, shall be permitted to delay Registering registering or selling any Registrable Securities, Securities for the same period as the delay in Registering registering or selling such other securities. If Any applicable Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company If, at any time following the Initial Public Offering, the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration registration incidental to an issuance of debt securities under Section 2.01 or 2.02Rule 144A, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms Forms, or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (arrangement or a “Company Public Sale”dividend reinvestment plan), then, as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersStockholders, and such notice shall offer the Holders Stockholders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holders Stockholders of any such noticenotice (or ten (10) Business Days in the case of a Shelf Notice); provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall shall, in its reasonable judgment, determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder Stockholder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be4.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securities. If Subject to Section 4.03(b), if the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder Stockholder making a request for a Piggyback Registration pursuant to this Section 2.03(a4.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder Stockholder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder Stockholder making a request for a Piggyback Registration pursuant to this Section 2.03(a4.03(a) must, and the Company shall make such arrangements so that each such Holder Stockholder may, participate in such offering on such basis. Each Stockholder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement by providing a written notice prior to the filing of a preliminary Prospectus that will be used to begin any “road show” to market the Registrable Securities.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Company Public Offering Sale (other than (i) a Registration under Section 2.01 or 2.02Statement proposed to be filed in connection with the IPO in which none of EQT, CPPIB, Bain nor any of their respective Affiliates participate, (ii) a Registration on Form S -4 under Section 2.01 or S-8 Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or any successor form to such Forms 2.02 or otherwise limit the applicability thereof, (iii) a Registration Statement on Form S-4 or Form S-8, (iv) a registration of securities solely relating to an offering and sale to employees employees, directors, or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (v) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, (vi) a “Registration Statement relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company Public Sale”or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersInstitutional Investors, and such notice shall offer the Holders each Institutional Investor the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Institutional Investor may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10)-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Institutional Investors), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided provided, that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Sponsor Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by the Institutional Investors to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 30 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersInstitutional Investors, and such notice shall offer the Holders each Institutional Investor the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Institutional Investor may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Institutional Investors), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Sponsor Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by the Institutional Investors to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If So long as a Holder has Registrable Securities, if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities or conduct an Underwritten Offering, whether for its own account or for the account of any other Persons or to conduct a Public Offering holders of its securities (other than (i) in connection with a Registration under Demand Notice, which shall be governed by Section 2.01 or and Section 2.02), (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (( a “Company Public SalePiggyback Registration”), then, as soon as reasonably practicable, and any event within five (5) Business Days, then the Company shall give prompt written notice (a “Piggyback Notice”) (including notice by electronic mail) to each Holder holding at least $0.1 million of the then-outstanding Registrable Securities of the Company (based on the last sales prices of the shares of Common Stock as of the trading date prior to the date of the Piggyback Notice) regarding such proposed filing or Public Offering to the Holdersregistration, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell include in such Public Offering, Piggyback Registration such number of Registrable Securities as each such Holder may request. Each Piggyback Notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Piggyback Registration 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 securities. Each such Holder shall make such request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein (including by electronic mail) within five (5) Business Days business days (or one (1) business day in connection with any overnight or bought Underwritten Offering) after the receipt by such Holders of any such noticePiggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and, subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities held by such Holders; provided provided, that if if, at any time after giving written notice of its intention to Register or sell any register equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such register its equity securities, the Company shall may, at its election, give written notice of such determination within five business days thereof to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination shall not be obligated to Register or sell, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request Holders of Registrable Securities that such Registration a registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis2.02.

Participation. If the Company at any time after the IPO proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Company Shares for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 3.01 or 2.02Section 3.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 60 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersInvestor Holdco, for so long as Investor Holdco is a Holder of Registrable Securities, and such notice shall offer the Holders Investor Holdco the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as Investor Holdco may request on behalf of the ABS Control Group in writing (and such number of Registrable Securities shall be pro rata among members of the ABS Control Group based on the Registrable Securities beneficially owned by each such member of the ABS Control Group, unless such member of the ABS Control Group otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than members of the ABS Control Group), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.03(b3.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the Sponsor Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a 5% Demanding Holder, to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be3.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a 5% Demanding Holder, that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 3.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a3.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the Holdersall Investors, and such notice Piggyback Notice shall offer the Holders Investors the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable) as each such Holder Investor may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Investor of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder Investor and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Investors entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Investor shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities (including Registrable Co-Investor Securities held by such Investor’s Co-Investors, if applicable) in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. (i) If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering another stockholder (other than a Registration (i) pursuant to a Registration under Section 2.01 or 2.02, (ii) a Registration Statement on Form S -4 S-8, or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) 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, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) (a “Company Public Sale”for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersORIX, and such notice shall offer the Holders ORIX the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder ORIX may request in writing (a “Piggyback Registration”). . (ii) Subject to Section 2.03(b2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each Holder ORIX and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses ORIX in connection therewith)with such termination, without prejudice, however, to the rights of the Sponsor ORIX to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesshares of Common Stock. Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01. (iii) If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwritten, then each Holder making an Underwritten Offering and ORIX makes a request for a Piggyback Registration pursuant to this Section 2.03(a) must2.02(a), and then the Company and ORIX shall make such each use their reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, ORIX may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making basis and ORIX makes a request for a Piggyback Registration pursuant to this Section 2.03(a) must2.02(a), and then the Company and ORIX shall make such each use their reasonable best efforts to coordinate arrangements so that each such Holder may, ORIX may participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that ORIX may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time Filtration proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Filtration Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or similar form that relates to such Forms or a transaction subject to Rule 145 under the Securities Act, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan 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 other employee benefit plan arrangementsimilar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Filtration Common Stock being Registered is Filtration Common Stock issuable upon conversion of debt securities) (a “Company Filtration Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), and any event within five (5) Business Days, the Company Filtration shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.2(a) and Section 2.2(c), the Company Filtration shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company Filtration shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall Filtration may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesshares of Filtration Common Stock. No Registration effected under this Section 2.2 shall relieve Filtration of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Filtration shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company Filtration shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Filtration’s filing of a Shelf Registration shall not be deemed to be a Filtration Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Filtration Common Stock for its own account and/or for the account of any other Persons will be a Filtration Public Sale unless such offering qualifies for an exemption from the Filtration Public Sale definition in this Section 2.2(a); provided, further that if Filtration files a Shelf Registration for its own account and/or for the account of any other Persons, Filtration agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If At any time after the Closing Date, if the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Sponsor Holders, and such notice Piggyback Notice shall offer the such Sponsor Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder included therein and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If At any time after the Closing, if the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 F-4, Form S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock share plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms, or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b3.3(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) 5 Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2 of this Agreement, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five twenty (520) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination by the Company to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw, without obligations to any other Holder, all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to the Company of its request to withdraw. In the event of any Underwritten Shelf Takedown or that any registration referred to in this Section 2.03(a) must3.3.1 shall be, in whole or in part, an underwritten Public Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the Company shall make such arrangements with the managing underwriter or shares otherwise being sold through underwriters so that each such Holder may, participate in under such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisShelf Takedown or registration.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing date), the Company shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering Offering, as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under at or after the Securities Act with respect to any offering of its equity securities IPO, for its own account or for the account of any other Persons Persons, proposes to file a Registration Statement with respect to any offering of its equity securities or conduct an Underwritten Offering pursuant to conduct a Public Offering an existing Registration Statement (other than (i) a Demand Registration or Shelf Take-Down under Section 2.01 or Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02, or otherwise limit the applicability thereof; (ii) a Registration Statement on Form S -4 F-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act); (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement; (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities; (v) a “Company Public Sale”Registration Statement relating solely to dividend reinvestment or similar plans; or (vi) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Underwritten Offering, the anticipated pricing date), the Company shall give deliver a written notice of such proposed filing or Public Offering offering to the all Holders, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, Statement or to sell include in such Public Offering, offering such number of Registrable Securities as each such Holder Holders may request in writing delivered to the Company within five (a “Piggyback Registration”)5) Business Days after the date that such written notice has been delivered. Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable offering all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Piggyback Registration or the pricing or trade date of such Public Offeringoffering, as applicable, the Company shall determine for any reason not to Register or sell or to delay Registration or sale offering of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii2) in the case of a determination to delay Registering or selling, in the absence of a request for by any Holder to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01(a), shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.Piggyback

Participation. If (1) At any time, or from time to time, after the Company has become subject to the periodic reporting requirements of the Exchange Act or otherwise lists shares of its Common Stock on a recognized securities exchange, Nasdaq or another trading medium, if the Company at any time proposes to file files a Registration Statement (other than a Registration Statement filed pursuant to Rule 462(b) under the Securities Act Act) with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering stockholder who holds its securities (other than (iA) a Registration under Section 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-▇, ▇-▇, ▇-▇, F-10 or S-8 or any successor form to such Forms or forms, (iiiB) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or (C) (a “Company Public Sale”), registration of non-convertible debt securities) then, as soon expeditiously as reasonably practicable, and any event within five (5) Business Dayspossible, the Company shall give written notice (the “Incidental Registration Notice”) of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”)writing. Subject to Section 2.03(b2.2(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that which are requested to be included therein within five fifteen (515) Business Days days after the receipt by Incidental Registration Notice is given to such Holders of any such notice; provided that if Holders. If at any time after giving written notice of its intention to Register or sell register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, , (iA) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration, and (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (iiB) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, shall be permitted to delay Registering or selling registering any Registrable Securities, Securities for the same period as the delay in Registering or selling registering such other securities. . (2) If the offering pursuant to such described in an Incidental Registration Statement or Public Offering Notice is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant its Registrable Securities to this Section 2.03(a) be included therein must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering on the same terms as the Company and other Persons selling securities in such Underwritten Offering, subject to the provisions of Section 2.4. If the offering pursuant to such Registration Statement registration is to be on any other basis, then each Holder making a request for a Piggyback an Incidental Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall make such arrangements so that each such Holder may, must participate in such offering on such basis. (3) Each Holder of Registrable Securities making a request for an Incidental Registration pursuant to this Section 2.2(a) shall be permitted to withdraw all or part of such Holder’s Registrable Securities from such Incidental Registration at any time prior to the effective time of the Registration Statement covering the applicable Incidental Registration by giving written notice of such withdraw prior to the effective time of such Registration Statement.

Participation. If the Company at any time Partnership proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities file, whether for its own account or for the account of any other Persons or to conduct a Public Offering (other than the Holders: (i) a shelf registration statement (including a Shelf Registration under Statement contemplated by Section 2.01 or 2.022.01), (ii) a prospectus supplement to an effective registration statement, (including a Registration Statement contemplated by Section 2.01), or (iii) a registration statement other than a shelf registration statement (other than a registration statement on Form S -4 Forms S-4 or S-8 or any successor form to such Forms or forms thereto) (iii) each, a Registration of securities solely relating to an offering and sale to employees or directors of “Piggyback Registration”), then the Company pursuant to any employee stock plan or other employee benefit plan arrangement) Partnership shall give prompt written notice (a “Company Public SalePiggyback Notice”), ) (including notice by electronic mail) to each Holder (including its affiliates) holding at least three percent (3%) of the then, as soon as reasonably practicable, and any event within five -outstanding Registrable Securities (5based upon the Common Unit price at market close on the date of the notice) Business Days, the Company shall give written notice of regarding such proposed filing or Public Offering to the Holdersregistration, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell include in such Public Offering, Piggyback Registration such number of Registrable Securities as each such Holder may request. Each Piggyback Notice shall specify, at a minimum, the number and type of Registrable Securities proposed to be registered, the proposed date of filing of such Piggyback Registration 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 Partnership of the proposed minimum offering price of such Registrable Securities. Each such Holder shall make such request in writing to the Partnership (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein including by electronic mail) within five (5) Business Days business days (or one business day in connection with any overnight or bought Underwritten Offering) after the receipt of any such Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and, subject to the terms and conditions of this Agreement, the Partnership shall use its reasonable best efforts to cause all Registrable Securities held by such Holders of any to be included in such noticePiggyback Registration; provided that if that: (i) if, at any time after giving written notice of its intention to Register or sell any register equity securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company Partnership shall determine for any reason not to Register or sell or to delay Registration or sale of register such equity securities, the Company shall Partnership may, at its election, give written notice of such determination within 5 business days thereof to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination shall not be obligated to Register or sell, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering registration (but not from its obligation to shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request Holders of Registrable Securities that such Registration a registration be effected as a Demand Registration under Section 2.01 or Section 2.02; or (ii) subject to Section 2.02(d), if in connection with a registration pursuant to this Section 2.03, the Managing Underwriter of such registration (or, in the case of an offering that is not an Underwritten Shelf TakedownOffering, as a nationally recognized investment banking firm) shall advise the Partnership that, in its reasonable opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without an Adverse Effect, then in the case may beof any registration pursuant to this Section 2.03, the Partnership shall include in such registration to the extent of the number which the Partnership is so advised can be sold in such offering without such Adverse Effect, (A) if the Piggyback Registration relates to an offering for the Partnership’s own account, then (i) first, the securities the Partnership proposes to sell and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities; or (B) if the Piggyback Registration relates to an offering initiated by Requesting Holders, then (i) first, the Registrable Securities requested to be included therein by the Requesting Holders requesting such registration and the Registrable Securities requested to be included in such registration pursuant to a Piggyback Notice, pro rata among the Holders of such Registrable Securities, and (ii) in the case of a determination to delay Registering or sellingsecond, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is securities requested to be underwrittenincluded in such registration. (C) if the Piggyback Registration relates to an offering by a third party or parties holding registration rights other than the Requesting Holders, then each Holder making a request for a Piggyback Registration pursuant (i) first, the securities requested to this Section 2.03(a) mustbe included therein by the third party or parties requesting such registration, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may(ii) second, participate any other securities requested to be included in such Underwritten Offering. If registration, including securities held by the offering pursuant to such Registration Statement is to be on any other basisHolders, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basispro rata.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.023.2 of which the Holder has received a Shelf Registration Notice pursuant to Section 3.2.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or Forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or (iv) (pursuant to a “Company Public Sale”rights offering), then, as soon as reasonably practicable, and any practicable (but in no event within five less than two (52) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections ‎3.1 or 2.02‎3.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a “Company Public Sale”Registration relating to a dividend reinvestment plan), then, then as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section 2.03(b‎3.1(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 ‎3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, . Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the same period as the delay in Registering or selling such other securities. If the offering pursuant Company of its request to withdraw prior to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate securities being registered in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If the Company Issuer at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or Section 2.02, (ii) a Registration on Form S -4 S-4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) (a an “Company Issuer Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of public filing of such Registration Statement, provided that the Issuer shall not be required to deliver such notice prior to a confidential submission or non-public filing of any registration statement with the SEC), the Company Issuer shall give written notice of such proposed filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company Issuer shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders of any such notice; provided provided, that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company Issuer shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company Issuer shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Investors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company Issuer shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company Issuer shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a “Company Public Sale”Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan or (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Re #85967293v11 gistrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesshares of Common Stock. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, may participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or the right of the Holders to request that their Registrable Securities be included in any Registration under Section 2.01 or Section 2.02 pursuant to Section 2.01(d) or Section 2.02(c), as applicable, or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans, or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, (A) as soon as reasonably practicable, and any practicable (but in no event within five less than thirty (530) Business Daysdays prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersSponsors, and such notice shall offer the Holders each Sponsor the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as such Sponsor may request in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) if one or both Sponsors elects to request registration of any Registrable Securities pursuant to clause (A) then, subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Sponsors), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after a “Piggyback Registration”); provided that the receipt by such Holders Company shall not include in any Piggyback Registration Registrable Securities of any Holder (other than a Sponsor) in an amount in excess of such noticeHolder’s Pro Rata Percentage; provided further that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by the Sponsors to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement; provided, that such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If If, following the date that is 180 days following the Closing Date, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration Statement under Section 2.01 2 or 2.023 (it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2(a)), (ii) a Registration Statement on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration registration of securities Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement, or (iv) (a “registration in connection with a direct or indirect acquisition by the Company Public Sale”)or one of its Subsidiaries of another Person or a similar business combination transaction, however structured) then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, and any event within five (5) Business Daysas applicable), the Company shall give written notice of such proposed offering or filing or Public Offering to the Holders, and such notice shall offer the Holders the opportunity to Register register under such Registration Statement, Statement or to sell include in such underwritten Public Offering, Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4(b) and Section 4(c), the Company shall include in such Registration Statement or in such underwritten Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders of any such notice; provided that if at any time after giving written notice of its intention to Register or sell any securities Common Stock in an underwritten Public Offering and prior to the launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register sell or sell register or to delay Registration such sale or sale of such securitiesregistration, the Company shall give written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register sell or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders to request that such Registration registration be effected as a Demand Registration under (subject to the provisions governing withdrawal set forth in Section 2.01 or an 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten Shelf Takedown, as Takedown related thereto (subject to the case may beprovisions governing withdrawal set forth in Section 3(e)(i)), and (iiB) in the case of a determination to delay Registering selling or sellingregistering, in the absence of a request for a Demand Registration Registration, Shelf Offering Request or an Underwritten Shelf Takedown, shall be permitted to delay Registering selling or selling registering any Registrable Securities, for the same period as the delay in Registering or selling registering such other securities. If the offering pursuant to Common Stock; provided, further, that if such Registration Statement registration or sale involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration or sale must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, then each Holder making as applicable, with, in the case of a request for a Piggyback Registration pursuant combined primary and secondary offering, such differences, including any with respect to this Section 2.03(a) mustrepresentations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make such arrangements with the managing underwriter or underwriters underwriter(s) so that each such Holder may, may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 2.1 or 2.022.2, (ii) a Registration on Form S -4 F-4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 30 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders each Holder the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.3(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days 15 days after the receipt by such Holders of any such noticenotice is delivered; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, : (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and 2.1; and (ii) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.3(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.3(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock or otherwise conduct an offering of Common Stock pursuant to an effective Registration Statement, in each case, for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section ‎Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to a registration statement required to be filed pursuant to the Share Purchase Agreement and Registration Rights Agreement, each dated December 7, 2024, by and among the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (“GEM”) and the Side Letter, dated April 11, 2025, by and among the Company Public Sale”and GEM, (iv) in connection with any dividend reinvestment or similar plan, or (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction solely for the purpose of effecting an acquisition of assets or securities of another entity), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing such Registration Statement or the launch of such offering pursuant to an effective Registration Statement, as applicable), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, Statement or to otherwise sell in such Public Offering, offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b‎Section 2.02(a) and ‎Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable other offering all such Registrable Securities that are requested to be included therein within five four (54) Business Days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell otherwise offer any securities pursuant to this ‎Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, Registration or the pricing or trade date launch of such Public Offeringoffering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale offering of such securities, the Company shall may, at its election, give prompt written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellotherwise offer securities, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith), without prejudice, however, to the rights of the Sponsor to request that with such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may betermination, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownother offer of securities, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesCommon Stock, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under ‎Section 2.01. For the avoidance of doubt, no Registration or other offering effected under this ‎Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under ‎Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this ‎Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a‎Section 2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a‎Section 2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If the Company Subject to Section 4.2 hereof, if at any time from and after the third anniversary of the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of any of its equity securities shares of Common Stock, whether or not by the Company for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration registration on Form S -4 S-4 (or otherwise in connection with non-cash offerings, exchange offers, mergers or recapitalizations) or S-8 or any successor form to such Forms Forms, or (iiiii) a Registration any registration of securities solely relating as it relates to an offering and sale to directors or employees of, or directors non-employee service providers to, the Company under bona fide benefits plans adopted by the Board of Directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”and approved by the holders of Common Stock when required by law), then, as soon promptly as reasonably practicable, and any event within five (5) Business Days, the Company shall give written notice of such proposed filing or Public Offering to the Holders, each holder of Registrable Securities and such notice shall offer the Holders holders of Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a “"Piggyback Registration”"). Subject to Section 2.03(b)4.2, the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder) to be included in the Registration for such offering pursuant to a Piggyback Registration. Notwithstanding the foregoing, the Company shall not be obligated to include in a Piggyback Registration the shares of Registrable Securities requested to be included therein within five by a holder of Registrable Securities if: (5i) Business Days after all (but not less than all) of the receipt shares requested to be included by that holder could immediately be sold by that holder under Rule 144 under the Securities Act at a price substantially equivalent to the prevailing market price and (ii) the Company provides to that holder a written waiver and consent allowing such Holders holder to sell or otherwise dispose of any all of such notice; provided shares requested to be included without limitation to the restrictions imposed by Section 5.1 hereof. The final determination of whether all of the shares could immediately be sold under Rule 144 shall be made in good faith by counsel for such holder after, among other things, considering the possible affiliate status of such holder. The Company shall have the burden of establishing that if the shares could immediately be sold at a price substantially equivalent to the prevailing market price. Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register or sell, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisthereof.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If the Company at any time proposes to file a Registration Statement under at or after the Securities Act with respect to any offering of its equity securities Effectiveness Date, for its own account or for the account of any other Persons Persons, proposes to file a Registration Statement with respect to any offering of its equity securities or conduct an Underwritten Offering pursuant to conduct a Public Offering an existing Registration Statement solely for cash (other than (i) a Registration or Shelf Take-Down under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02, or otherwise limit the applicability thereof; (ii) a Registration Statement on Form S -4 F-4, Form S-4 or S-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act); (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement; (iv) a Registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities; (v) a Registration Statement relating solely to dividend reinvestment or similar plans; (vi) a Registration in which the only securities being registered are Company Shares issuable upon conversion of debt securities which are also being registered; (vii) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement) (each, a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Underwritten Offering, the anticipated pricing date), the Company shall give deliver a written notice of such proposed filing or Public Offering offering to the all Holders, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, Statement or to sell include in such Public Offering, offering such number of Registrable Securities as each such Holder Holders may request in writing delivered to the Company within five (a “Piggyback Registration”)5) days after the date that such written notice has been delivered. Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable offering all such Registrable Securities that are requested by Holders to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Piggyback Registration or the pricing or trade date of such Public Offeringoffering, as applicable, the Company shall determine for any reason not to Register or sell or to delay Registration or sale offering of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii2) in the case of a determination to delay Registering or selling, in the absence of a request for by any Holder to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making the Company shall so advise the Holders as a request for a Piggyback Registration part of the written notice given pursuant to this Section 2.03(a) must), and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offering, subject to the conditions of Section 2.03(b). If the offering pursuant to such Registration Statement is to be on any other basis, then the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b). Each Holder shall keep confidential the fact that a Piggyback Registration is in effect, the written notice referred to above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such matters are publicly disclosed by the Company.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”Excluded Registration), then, as soon as reasonably practicablepracticable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, and in the case of any event within five (5) Business Dayssuch Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) three Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, the Company shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Participation. If At any time after the Closing Date, if the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Major Holders, and such notice Piggyback Notice shall offer the all Major Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Major Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five seven (57) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder included therein and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 F-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan, employee stock purchase plan or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a “Company Public Sale”Registration relating to a dividend reinvestment plan), then, then as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b3.1(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make of its request to withdraw prior to the pricing of such arrangements with the managing underwriter or underwriters so that each such Holder may, participate securities being registered in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Class A Common Shares for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.02hereof, (ii) pursuant to a Registration Statement on Form S -4 S-8 (or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a “Company Public Sale”Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan or (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses any Holder in connection therewith)with such termination, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesClass A Common Shares. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.02(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. (i) If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities Common Stock for its own account or and/or for the account of any other Persons or to conduct a Public Offering another stockholder (other than a Registration (i) pursuant to a Registration under Section 2.01 or 2.02, (ii) a Registration Statement on Form S -4 S-8, or S-8 or any successor form to such Forms or (iii) a Registration of securities other registration solely relating to an offering and or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) 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, (iii) in connection with any dividend reinvestment or similar plan arrangementor (iv) (a “Company Public Sale”for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as reasonably practicable, and any practicable (but in no event within five (5) Business Daysless than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the HoldersHL Management Stockholder Representative, and such notice shall offer the Holders HL Management Stockholders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder the HL Management Stockholder Representative may request in writing (a “Piggyback Registration”). . (ii) Subject to Section 2.03(b2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days 12 days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each Holder the HL Management Stockholder Representative and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation and shall have no liability to pay the Registration Expenses HL Management Stockholders in connection therewith)with such termination, without prejudice, however, to the rights of the Sponsor HL Management Stockholder Representative to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiesshares of Common Stock. Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01. (iii) If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.02 is to be underwritten, then each Holder making an Underwritten Offering and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to this Section 2.03(a) must2.02(a), then the Company and the Company HL Management Stockholder Representative shall make such each use their reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, the HL Management Stockholders may participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making basis and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to this Section 2.03(a) must2.02(a), then the Company and the Company HL Management Stockholder Representative shall make such each use their reasonable best efforts to coordinate arrangements so that each such Holder may, the HL Management Stockholders may participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the HL Management Stockholders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment. (iv) Notwithstanding the foregoing, any sale by an HL Management Stockholder in connection with any Piggyback Registration must comply with the applicable Share Restrictions.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1, 3.2 or 2.023.3, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.4.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.2 or an Underwritten Shelf TakedownTakedown under Section 3.3, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.4.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.4.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. (i) If the Company at any time on or after the first Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to conduct a Public Offering (Section 2.02 hereof), other than (iA) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 or S-8 or any successor form to such Forms or (iii) a Registration registration of securities relating solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, (B) a registration on Form S-4 or S-8 or any successor form to such forms, (C) an exchange offer or offering of securities solely to the Company’s existing shareholders, (D) an offering of debt that is convertible into equity securities, (E) a “Company Public Sale”)dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business Daysbusiness days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to all holders of Registrable Securities, which notice shall describe the amount and class of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or Public Offering to underwriters, if any, of the Holdersoffering, and such notice shall offer the Holders holders of such Registrable Securities the opportunity to Register under such Registration Statement, or to sell in such Public Offering, register such number of Registrable Securities as each such Holder holder may request in writing (a an “Piggyback Incidental Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days business days after the receipt by such Holders holder of any such notice; provided that if , on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to Register or sell register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register or sell register or to delay Registration or sale registration of such securities, the Company shall may, at its election, give written notice of such determination to each Holder holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to Register or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may beregistration, and (iiy) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedownregistering, shall be permitted to delay Registering or selling registering any Registrable Securities, Securities for the same period as the delay in Registering or selling registering such other securities. . (ii) If the offering pursuant to such an Incidental Registration Statement or Public Offering is to be underwrittenan Underwritten Offering, then each Holder holder making a request for a Piggyback Registration pursuant its Registrable Securities to this Section 2.03(a) be included therein must, and the Company shall use its best efforts to make such arrangements with the managing underwriter or underwriters so that each such Holder holder may, participate in such Underwritten Offering on the same terms and conditions as the Company and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement registration is to be on any other basis, then each Holder holder making a request for a Piggyback an Incidental Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, must participate in such offering on such basis. (iii) Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder’s Registrable Securities from an Incidental Registration at any time;

Participation. If At any time after the Closing Date, if the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iiiii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (), including a “Company Public Sale”)Registration under Section 3.1 or 3.2 hereof, then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the such Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder included therein and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time after the consummation of the IPO proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.02, 3.2 or (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”)forms, then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act and/or Canadian Prospectus with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.02, it being understood that this clause (i) does not limit the rights of WP to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S -4 5-4, F-4 or S-8 5-8 (or any such other similar successor form to such Forms or forms then in effect under the Securities Act), (iii) a Registration registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans or (vi) a Shelf Registration Statement or Canadian Shelf Prospectus pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act or similar private placement provisions under Canadian securities legislation may resell such notes and sell the Company Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 30 days prior to the proposed date of filing of such Registration Statement and/or Canadian Prospectus, and any event within five unless the filing is in connection with an overnight bought deal or overnight marketed offering, in which case the notice shall be not less than one (51) Business DaysDay), the Company shall give written notice of such proposed filing or Public Offering to the HoldersInstitutional Investors, and such notice shall offer the Holders Institutional Investors the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement and/or Canadian Prospectus such number of Registrable Securities as each such Holder the Institutional Investors may request in writing delivered to the Company within ten (a “Piggyback Registration”)10) days of delivery of such written notice by the Company. Subject to Section Sections 2.03(b) and (c), the Company shall include in such Registration Statement or in such Public Offering as applicable and/or Canadian Prospectus all such Registrable Securities that are requested by the Institutional Investors to be included therein within five in compliance with the immediately foregoing sentence (5) Business Days after the receipt by such Holders of any such noticea “Piggyback Registration”); provided that if at any time after giving written notice of its intention to Register or sell any equity securities and prior to the effective date of the Registration Statement and/or Canadian Prospectus filed in connection with such Piggyback Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to each Holder Institutional Investor to the extent the Institutional Investor requested to Register its Registrable Securities in such Registration Statement and/or Canadian Prospectus and, thereupon, (i1) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Sponsor WP to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.01, and (ii2) in the case of a determination to delay Registering or sellingRegistering, in the absence of a request for by WP to request that such Registration be effected as a Demand Registration or an Underwritten Shelf Takedownunder Section 2.01, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling the other equity securities covered by such other securitiesPiggyback Registration. If the offering pursuant to such Registration Statement or Public Offering and/or Canadian Prospectus is to be underwritten, then each Holder making the Company shall so advise the Institutional Investors as a part of the written notice given pursuant this Section 2.03(a), and to the extent an Institutional Investor makes a request for a Piggyback Registration pursuant to this Section 2.03(a) ), such Institutional Investor must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder Institutional Investors may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement and/or Canadian Prospectus is to be on any other basis, then each Holder making the Company shall so advise the Institutional Investors as part of the written notice given pursuant to this Section 2.03(a), and to the extent an Institutional Investor makes a request for a Piggyback Registration pursuant to this Section 2.03(a) must), and the Company shall make such arrangements so that each such Holder may, Institutional Investor may participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). Each Institutional Investor shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement and/or Canadian Prospectus.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms, or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to (i) the proposed date of filing of such Registration Statement or, and any event within five (5ii) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b3.3(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) 5 Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If If, following the closing date of the IPO, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to Shelf Registration Statement) or file a Registration Statement under the Securities Act with respect to any offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (“Company Securities”), for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a an underwritten Public Offering or Registration Statement under Section 2.01 or 2.023, (ii) a Registration Statement on Form S -4 ▇-▇, ▇▇▇▇ ▇-▇, Form F-8 or Form S-8 or any successor form to such Forms forms, or (iii) a Registration registration of securities Ordinary Shares solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, and any event within five (5) Business Daysas applicable), the Company shall give written notice of such proposed offering or filing or Public Offering to the HoldersHolders (which notices shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering), and such notice shall offer the Holders the opportunity right to Register register under such Registration Statement, Statement or to sell include in such underwritten Public Offering, Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b4(b) and Section 4(c), the Company shall include in such Registration Statement or in such underwritten Public Offering as applicable all such Registrable Securities that are requested to be included therein within five (5) Business Days calendar days after the receipt by such Holders of any such notice; provided provided, that if at any time after giving written notice of its intention to Register or sell any securities Company Securities in an underwritten Public Offering and prior to the launch date, or to register any Company Securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offeringregistration, the Company shall determine for any reason not to Register sell or sell register or to delay Registration such sale or sale of such securitiesregistration, the Company shall give prompt written notice of such determination to each Holder and, thereupon, (iA) in the case of a determination not to Register sell or sellregister, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Registration sale or Public Offering registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor Holders with respect to a Shelf Registration, including the right to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as Takedown related thereto (subject to the case may beprovisions governing withdrawal set forth in Section 3(e)(i) or (ii)), and (iiB) in the case of a determination to delay Registering selling or sellingregistering, in the absence of a Shelf Registration or request for a Demand Registration or an Underwritten Shelf TakedownTakedown related thereto, shall be permitted to delay Registering selling or selling registering any Registrable Securities, for the same period as the delay in Registering or selling registering such other securities. If the offering pursuant to Company Securities; provided, that if such Registration Statement registration or sale involves an underwritten Public Offering is Offering, all such Holders requesting to be underwrittenincluded in the Company’s registration or sale must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, then each Holder making as applicable, with, in the case of a request for a Piggyback Registration pursuant combined primary and secondary offering, such differences, including any with respect to this Section 2.03(a) mustrepresentations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, may participate in such Underwritten Offering. If Offering on the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisforegoing terms.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (ia) a Registration under Section 2.01 3.1, Section 3.2 or 2.02Section 3.3, (iib) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iiic) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.4.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.2 or an Underwritten Shelf TakedownTakedown under Section 3.3, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, for . Any Holder shall have the same period as the delay in Registering right to withdraw all or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant of its request to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basiswithdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwrittenan Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company 3.6.2 hereof shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringapply. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then outstanding security of the Company or (v) a “Company Public Sale”Registration relating to a dividend reinvestment plan), then, then as soon as reasonably practicablepracticable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, and any event within five (5) Business Daysin the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the HoldersPrincipal Stockholder, and such notice Piggyback Notice shall offer the Holders Principal Stockholder the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder the Principal Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b(b), the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holders the Principal Stockholder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder the Principal Stockholder and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration Principal Stockholder under Section 2.01 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay Registering registering or selling any Registrable Securities, . The Principal Stockholder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the same period as the delay in Registering or selling such other securities. If the offering pursuant Company of its request to withdraw prior to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate securities being registered in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisRegistration.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities ordinary shares for its own account or and/or for the account of any other Persons or to conduct a Public Offering (other than a Registration (i) a Registration under Section 2.01 or 2.022.1 hereof, (ii) pursuant to a Registration Statement on Form S -4 or S-8 or any successor Form S-4 or similar form that relates to such Forms or a transaction subject to Rule 145 under the Securities 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 similar plan, (v) for the sole purpose of offering securities solely relating to an offering and sale to employees another entity or directors its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only ordinary shares being Registered are ordinary shares of the Company pursuant to any employee stock plan or other employee benefit plan arrangementissuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than fifteen (515) Business Daysdays prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holderseach Holder, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b2.2(a) and Section 2.2(c), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein within five fifteen (515) Business Days days after the receipt by such Holders of any such notice; provided provided, however, that if if, at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the Sponsor any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be2.1, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistration, shall be permitted to delay Registering or selling any Registrable Securities, Securities for the same period as the delay in Registering or selling such other securitiessecurities of the Company. No Registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to such a Registration Statement or Public Offering pursuant to this Section 2.2 is to be underwrittenan Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) mustshall, and the Company shall make such use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. The Company’s filing of a Shelf Registration shall not be deemed to be a Company Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of the Company’s ordinary shares for its own account and/or for the account of any other Persons will be a Company Public Sale unless such offering qualifies for an exemption from Company Public Sale definition in this Section 2.2(a); provided, further that if the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Participation. If So long as any Holder has Registrable Securities, if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities file, whether for its own account or for the account of any other Persons or to conduct a Public Offering (other than the Holders, (i) a shelf registration statement (other than a Shelf Registration under Statement contemplated by Section 2.01 2.01(b)), or 2.02, (ii) a Registration registration statement (other than a registration statement on Form S -4 S-4 or S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangementforms thereto) (each of (i) and (ii), a “Company Public SalePiggyback Registration Statement”), then, as soon as reasonably practicable, and any event within five (5) Business Days, then the Company shall give prompt written notice of (a “Piggyback Notice”) (including notice by electronic mail) to each Holder regarding such proposed filing or Public Offering to the Holdersregistration, and such notice shall offer the such Holders the opportunity to Register under such Registration Statement, or to sell include in such Public Offering, Piggyback Registration Statement such number of Registrable Securities as each such Holder may request. Each Piggyback Notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Piggyback Registration Statement with the Commission, the proposed means of distribution, the proposed Primary Managing Underwriter and other underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities. Each such Holder shall make such request in writing (a “Piggyback Registration”). Subject to Section 2.03(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested to be included therein (including by electronic mail) within five (5) Business Days business days (or one (1) business day in connection with any overnight or bought Underwritten Offering) after the receipt by such Holders of any such noticePiggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and, subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in such Piggyback Registration Statement all Registrable Securities held by such Holders; provided provided, that if if, at any time after giving written notice of its intention to Register or sell any securities file a Piggyback Registration Statement and prior to the effective date of the such Piggyback Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public OfferingStatement, the Company shall determine for any reason not to Register or sell or to delay have such Piggyback Registration or sale of such securitiesStatement be declared effective, the Company shall may, at its election, give written notice of such determination within five (5) business days thereof to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination shall not be obligated to Register or sell, shall be relieved of its obligation to Register or sell register any Registrable Securities in connection with such Piggyback Registration or Public Offering Statement (but not from its obligation to shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request Holders of Registrable Securities that such Registration a registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis2.02.

Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within five less than ten (510) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Holders, and such notice Piggyback Notice shall offer the Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five two (52) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offeringunderwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red ▇▇▇▇▇▇▇” Prospectus, if applicable, and the anticipated pricing or trade date.

Participation. If At any time after the Closing Date, if the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 Sections 3.1 or 2.023.2, (ii) a Registration on Form S -4 S-4 or Form S-8 or any successor form to such Forms forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Company Public Sale”), then, as soon as reasonably practicable, and any practicable (but in no event within less than five (5) Business DaysDays prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to the all Sponsor Holders, and such notice Piggyback Notice shall offer the Sponsor Holders the opportunity to Register register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Sponsor Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.03(b)3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable applicable, all such Registrable Securities that are requested to be included therein within five three (53) Business Days after the receipt by such Holders Holder of any such notice; provided provided, however, that if at any time after giving written notice of its intention to Register register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such a Public OfferingOffering under a Shelf Registration Statement, the Company shall determine determines for any reason not to Register register or sell or to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (ix) in the case of a determination not to Register register or sell, shall be relieved of its obligation to Register register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 2.01 3.1 or an Underwritten Shelf TakedownTakedown under Section 3.2, as the case may be, and (iiy) in the case of a determination to delay Registering Registration or sellingsale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay Registering registering or selling any Registrable Securities, for the same period as the delay in Registering registering or selling such other securities. If Any Holder shall have the offering pursuant right to such Registration Statement withdraw all or Public Offering is to be underwritten, then each Holder making a part of its request for inclusion of its Registrable Securities in a Piggyback Registration pursuant by giving written notice to this Section 2.03(a) must, and the Company shall make such arrangements with of its request to withdraw, prior to the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such applicable Registration Statement is to be on any other basisbecoming effective or, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) mustin connection with an Underwritten Shelf Takedown, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basisexecution of the related underwriting agreement.

Participation. If the Company at any time proposes to file or publish a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons or to conduct a Public Offering (other than (i) a Registration under Section 2.01 or 2.022.1(a) pursuant to which notice is delivered pursuant to Section 2.1(c), (ii) pursuant to a Registration on Form S -4 registration right granted by the Company as part of a bona fide financing by the Company structured as a private placement of securities (other than common stock or S-8 or any successor form warrants to purchase common stock) to be followed, within 270 days of the consummation thereof, by the filing of a registration statement with respect to such Forms securities or (iii) a Registration of securities solely relating on Form F-4 or S-8 or any similar or successor form to an offering and sale to employees or directors of the Company such Forms (such registration pursuant to any employee stock plan or other employee benefit plan arrangement) clause (iii), a “"Company Public Sale”")), then, as soon as reasonably practicablepracticable (but in no event less than 30 days prior to the proposed date of filing or publishing, and any event within five (5) Business Daysas the case may be, such Registration Statement), the Company shall give written notice of such proposed filing or Public Offering to the Holdersall Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity opportunity, subject to Section 2.2(b), to Register under such Registration Statement, or to sell in such Public Offering, Statement such number of Registrable Securities as each such Holder may request in writing (a “"Piggyback Registration”"). Subject Pursuant and subject to Section 2.03(b2.2(b), the Company shall include in such Registration Statement or in such Public Offering as applicable all such Registrable Securities that are requested with respect to be included therein which the Company has received written requests for inclusion within five (5) Business Days 20 days after the receipt date on which the Company has delivered its written notice, including, if necessary, filing with the SEC a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Holders of Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any such noticestate securities or blue sky laws, or any rules and regulations thereunder; provided that if at any time after giving written notice of its intention to Register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to Register or sell or to delay Registration or sale of such securities, the Company shall may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to Register or sellRegister, shall be relieved of its obligation to Register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation obligation, if any, under Section 2.9 to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsor to request that such Registration be effected as a Demand Registration under Section 2.01 or an Underwritten Shelf Takedown, as the case may be, ) and (ii) in the case of a determination to delay Registering or selling, in the absence of a request for a Demand Registration or an Underwritten Shelf TakedownRegistering, shall be permitted to delay Registering or selling any Registrable Securities, for the same period as the delay in Registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate participate, subject to Section 2.2(b), in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a2.2(a) must, and the Company shall will make such arrangements so that each such Holder may, participate participate, subject to Section 2.2(b), in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the Company's request for acceleration of the effective date thereof.