Common use of Participation Clause in Contracts

Participation. (i) If the Issuer at any time proposes to file a Registration Statement with respect to any offering of its securities for its own account or for the account of any holders of its securities (other than (A) a registration under Section 2.1 or Section 2.2 hereof, (B) a registration on Form S-4 or S-8 or any successor form to such forms or (C) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 days prior to the proposed date of filing such Registration Statement), the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities), and such notice shall offer the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder may request in writing (an “Incidental Registration”). Subject to Section 2.3(b), the Issuer shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.

Participation. After the Lockup Date (i) If or an earlier date agreed by the Issuer at any time Company in writing), if the Company proposes to file a Prospectus as part of any Registration Statement under the Securities Act with respect to any offering of its securities Company Securities for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4, 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 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 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) that relates to an offering of Company Securities that is not underwritten and that occurs at a time when a Shelf Registration is effective in accordance with Section 2.1(a)), then, as soon as practicable (but in no event less than 20 days prior to then the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investor on behalf of Registrable Securities that are equity securities each Holder as soon as practicable (but in any event at least ten (10) Business Days prior to the case proposed date of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in printing the case of a sale of debt securitiespreliminary Prospectus), and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to this Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall use commercially reasonable efforts to include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days six (6) Business Days after the receipt by such holder date of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.2(a) is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its commercially reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must shall, and the Company shall use commercially reasonable efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not use its commercially reasonable efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities ordinary shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-8 or Form S-4 or S-8 or any successor similar form that relates to such forms or a transaction subject to Rule 145 under the Securities Act, (Ciii) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer 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 ordinary shares being Registered are ordinary shares of the Company issuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than 20 fifteen (15) days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 fifteen (15) days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) securities 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 an Incidental a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.such

Participation. (i) If the Issuer 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 holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 Sections 3.1 or Section 2.2 hereof3.2, (Bii) a registration Registration on Form S-4 or Form S-8 or any successor form to such forms or (Ciii) a registration Registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company or its subsidiaries pursuant to any employee stock plan plan, employee stock purchase plan, dividend reinvestment program or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 days ten (10) Business Days prior to the proposed date of filing of such Registration Statement)Statement or, the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of equity securities, including securities convertible into equity securities) such proposed filing or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Public Offering to all Holders, and such notice Piggyback Notice shall offer the holders of such Registrable Securities Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b)3.3.2, the Issuer Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities which that are requested to be included therein within 10 days five (5) Business Days after the receipt by such holder Holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, 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 registrationRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Issuer shall determine Company determines for any reason not to register or sell or to delay registration Registration or the sale of such securities, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (xi) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registrationRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (yii) in the case of a determination to delay registeringRegistration or sale, 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 or selling any Registrable Securities for Securities. Any Holder shall have the same period as the delay in registering such other securities. (ii) If the offering pursuant right to an Incidental Registration is to be an Underwritten Offering, then each holder making a withdraw all or part of its request for inclusion of its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Piggyback Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by giving written notice to the Issuer, all or part Company of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant its request to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswithdraw.

Participation. (i) If the Issuer 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 holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 Sections 3.1 or Section 2.2 hereof3.2, (Bii) a registration Registration on Form S-4 or Form S-8 or any successor form to such forms or (Ciii) a registration Registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 days ten (10) Business Days prior to the proposed date of filing of such Registration Statement)Statement or, the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of equity securities, including securities convertible into equity securities) such proposed filing or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Public Offering to all Holders, and such notice Piggyback Notice shall offer the holders of such Registrable Securities Holder the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b)3.3.2, the Issuer Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities which that are requested to be included therein within 10 days five (5) Business Days after the receipt by such holder Holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, 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 registrationRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Issuer shall determine Company determines for any reason not to register or sell or to delay registration the Registration or sale of such securities, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (xi) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registrationRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (yii) in the case of a determination to delay registeringRegistration or sale, 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 or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. (ii) If . Any Holder shall have the offering pursuant right to an Incidental Registration is to be an Underwritten Offering, then each holder making a withdraw all or part of its request for inclusion of its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Piggyback Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by giving written notice to the Issuer, all or part Company of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant its request to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswithdraw.

Participation. Subject to the terms and conditions hereof, whenever the Company (i) If the Issuer at any time proposes to file a Registration Statement with respect to any offering of register its securities Common Stock under the Securities Act for its own account or for the account of any holders of its securities others (other than (A) a registration under Section 2.1 or Section 2.2 hereof, by the Company (Bx) on a registration statement on Form S-4 or S-8 (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, (Cy) on a registration of securities 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 Issuer 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) (each, a “Piggyback Registration”), then, as soon as practicable the Company shall give the Stockholder prompt written notice thereof (but in no event not less than 20 days five Business Days prior to the filing by the Company with the SEC of such 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 be included in such registration statement or Underwritten Offering, the proposed date of filing of such Registration Statement)registration statement with the SEC or launch of such Underwritten Offering, the Issuer shall give proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written notice request of such proposed filing to all holders of Registrable Securities that are equity securities the Stockholder, given within (A) one Business Day, in the case of a sale of equity securitiesany Block Trade Offering, including securities convertible into equity securitiesor (B) or of Registrable Securities that are debt securities (three Business Days, in the case of a sale of debt securities)any other registration or offering, and after such notice Piggyback Notice is received by the Stockholder (which written request shall offer specify the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder may request in writing (an “Incidental Registration”). Subject Common Stock then presently intended to Section 2.3(bbe disposed of by the Stockholder), the Issuer Company, subject to the terms and conditions of this Agreement, shall include in such Registration Statement use its commercially reasonable efforts to cause all such Registrable Securities Common Stock held by the Stockholder with respect to which are requested the Company has received such written request for inclusion to be included therein within 10 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering Piggyback Registration on the same terms and conditions as the Issuer and other Persons selling securities Company’s Common Stock being sold in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b)Piggyback Registration. (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 5 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days seven Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.of

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01 or Section 2.2 hereof2.02, 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, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Institutional Investors, and such notice shall offer each Institutional Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity 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 case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInstitutional Investors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (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 Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by the Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer Company at any time on or after the Effective Time (as defined in the Merger Agreement) proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 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 2.2 hereof2.02 pursuant to Section 2.01(d) or Section 2.02(c), as applicable, or otherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 days prior to the proposed date of filing such Registration Statement)practicable, the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities the Holders (in other than the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securitiesFirst Reserve Parties), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within five (5) days of delivery of such written notice by the Company; provided, however that in the case of an “Incidental 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 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of First Reserve to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by First Reserve to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any timetime prior to the effectiveness of such Registration Statement; provided, howeverthat such withdrawal shall be irrevocable and, thatafter making such withdrawal, except a Holder shall no longer have any right to include Registrable Securities in the case of a Piggyback Registration as to which such withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswas made.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 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 Section 2.2 hereof2.01 or 2.02 or otherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 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 Shares into which such notes may be converted or exchanged) (a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Institutional Investors, and such notice shall offer each Institutional Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such Institutional Investor may request in writing delivered to the Company within ten 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-day period (but in no event less than fifteen (15) days prior to the case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInstitutional Investors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an “Incidental Registration”)within ten days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (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 Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by the Institutional Investor(s) to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 (which, in the case of any Piggyback Registration, shall be selected by the Company) 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Class A Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 5 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days seven Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Class A Shares, 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 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer Company at any time after the IPO proposes to file a Registration Statement with respect to any offering of its securities Company Shares for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 3.01 or Section 2.2 hereof3.02, 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, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 60 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders Investor Holdco, for so long as Investor Holdco is a Holder of Registrable Securities, and shall offer Investor Holdco the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as Investor Holdco may request on behalf of the ABS Control Group in writing (in the case of a sale of equity securities, including securities convertible into equity securities) or and such number of Registrable Securities that are debt 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 case proposed date of a sale filing of debt securitiessuch 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 the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(b3.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of 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 3.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request 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 under Section 3.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 3.03(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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a3.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i1) If At any time, or from time to time, after the Issuer 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) with respect to any offering of its securities for its own account or for the account of any holders of stockholder who holds its securities (other than (A) a registration under Section 2.1 or Section 2.2 hereof, (B) a registration on Form S-4 S-▇, ▇-▇, ▇-▇, F-10 or S-8 or any successor form to such forms or forms, (CB) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer Company pursuant to any employee stock plan or other employee benefit plan arrangement), arrangement or (C) a registration of non-convertible debt securities) then, as soon expeditiously as practicable (but in no event less than 20 days prior to the proposed date of filing such Registration Statement)reasonably possible, the Issuer Company shall give written notice (the “Incidental Registration Notice”) of such proposed filing to all holders Holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Securities, and such notice shall offer the holders Holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder Holder may request in writing (an “Incidental Registration”)writing. Subject to Section 2.3(b2.2(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 fifteen (15) days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect Incidental Registration Notice is given to such Incidental RegistrationHolders. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, , (xA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and and (yB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii2) If the offering pursuant to described in an Incidental Registration Notice is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities to be included therein must, and the Issuer Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer 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 is to be on any other basis, then each holder Holder making a request for an Incidental Registration pursuant to this Section 2.3(a2.2(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii3) Each holder Holder of Registrable Securities making a request for an Incidental Registration pursuant to this Section 2.2(a) shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holderHolder’s Registrable Securities from an such Incidental Registration at any time; provided, however, that, except in time prior to the case effective time of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from Registration Statement covering the holder applicable Incidental Registration by giving written notice of such withdrawn Registrable Securities for any SEC registration fees incurred by withdraw prior to the Issuer in connection with the registration effective time of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer Company at any time proposes to file or publish a Registration Statement under the Securities Act with respect to any offering of its securities for its own account or for the account of any holders other Persons (other than (i) a Registration under Section 2.1(a) pursuant to which notice is delivered pursuant to Section 2.1(c), (ii) pursuant to a registration right granted by the Company as part of its a bona fide financing by the Company structured as a private placement of securities (other than common stock or 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 securities or (Aiii) a registration under Section 2.1 or Section 2.2 hereof, (B) a registration Registration on Form S-4 F-4 or S-8 or any similar or successor form to such forms or Forms (C) a such registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangementclause (iii), a "Company Sale")), then, as soon as practicable (but in no event less than 20 30 days prior to the proposed date of filing or publishing, as the case may be, such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders Holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Securities, and such notice shall offer the holders Holders of such Registrable Securities the opportunity opportunity, subject to register Section 2.2(b), to Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an “Incidental a "Piggyback Registration”"). Subject Pursuant and subject to Section 2.3(b2.2(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities with respect to which are requested to be included therein the Company has received written requests for inclusion within 10 20 days after the receipt by such holder of any such date on which the Company has delivered its written notice. The failure of any such holder to respond within such ten, including, if necessary, filing with the SEC a post-day period shall be deemed to be effective amendment or a waiver of such holder’s rights under this Section 2.3(a) with respect supplement to such Incidental Registration. If 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 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 state 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 Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation, if any, under Section 2.9 to pay Registration Expenses in connection therewith) and (yii) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering such other securities. (ii) . If the offering pursuant to an Incidental such Registration Statement is to be an Underwritten Offeringunderwritten, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein this Section 2.2(a) must, and the Issuer Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities participate, subject to Section 2.2(b), in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must participate must, and the Company will make such arrangements so that each such Holder may, participate, subject to Section 2.2(b), in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder Holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s Holder's Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case Company's request for acceleration of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieseffective date thereof.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its 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 holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 ‎Section 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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 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 practicable (but in no event less than 20 days five (5) Business Days 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 Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement or otherwise sell in such offering such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b‎Section 2.02(a) and ‎Section 2.02(c), the Issuer Company shall include in such Registration Statement or other offering all such Registrable Securities which that are requested to be included therein within 10 days four (4) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register or 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 registrationRegistration or launch of such offering, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration or offering of such securities, the Issuer Company may, at its election, give prompt written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister or otherwise offer securities, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration or other offer of securities, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Common 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 an Incidental a Registration Statement pursuant to this ‎Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis ‎Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a‎Section 2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01 or Section 2.2 hereof2.02, 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), (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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), then, (A) as soon as practicable (but in no event less than 20 thirty (30) days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investors, and such notice shall offer each Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such 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 case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInvestors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(b2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Tiptree Investors or the Warburg Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by the Tiptree Investors or the Warburg Investors to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, the Company shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such underwriter is reasonably acceptable to Holders holding a majority of the Registrable Securities participating in such Underwritten Offering, the Company shall so advise the Holders as a 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 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 a part of the written notice given pursuant to this Section 2.03(a), and each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to execution of the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer underwriting agreement in connection with the registration of such Registrable SecuritiesPiggyback Registration.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 days 10 Business Days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to this Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days 7 Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xA) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yB) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) shares of Common 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 effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the any offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the any offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Class A Common Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 5 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days seven Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Class A Common Shares, 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 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities another stockholder (other than a Registration (Ai) pursuant to a registration under Section 2.1 or Section 2.2 hereof, (B) a registration Registration Statement on Form S-4 S-8, or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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) 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 practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)HL Management Stockholder Representative, and such notice shall offer the holders of such Registrable Securities HL Management Stockholders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder the HL Management Stockholder Representative may request in writing (an a “Incidental Piggyback Registration”). . (ii) Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 12 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities the HL Management Stockholder Representative and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to the HL Management Stockholders in connection with such termination, without prejudice, however, to the rights of the HL Management Stockholder Representative to request that such Registration be effected as a Demand Registration under Section 2.01, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering 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. (iiiii) If the offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder making Offering and the HL Management Stockholder Representative makes a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustSection 2.02(a), then the Company and the Issuer HL Management Stockholder Representative shall each use its their reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder may, the HL Management Stockholders may participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder making basis and the HL Management Stockholder Representative makes a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must 2.02(a), then the Company and the HL Management Stockholder Representative shall each use their reasonable best efforts to coordinate arrangements so that the HL Management Stockholders may participate in such offering on such basis. In 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 Incidental Piggyback Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection must comply with the registration of such Registrable Securitiesapplicable Share Restrictions.

Participation. Prior to the earlier to occur of the fifth anniversary of the Distribution or the date on which the Registrable Securities then held by the Holder(s) represents less than five percent (i5%) If of the Issuer at any time Company’s then issued and outstanding Common Stock, if the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 or Section 2.2 hereof, (Bii) a registration Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or S-8 similar forms that relate to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, 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 to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any successor form to such forms similar transaction or (Cvi) a registration Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangementwhich are also being registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.2(b) and Section 2.2(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 days 5 Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering such other securities. (ii) shares of Common Stock. 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 an Incidental such Registration Statement is to be an Underwritten Offeringunderwritten, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its commercially reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.this

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01, 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 2.2 hereofotherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 F-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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) (each of clauses (i)-(vi), a "Company Public Sale")), then, (A) as soon as practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investors, and such notice shall offer each Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such 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 2.02(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 case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInvestors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.02(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental "Piggyback Registration. If "); provided, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.02(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(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 2.02(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 2.02(a), and each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must 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 2.02(b) and (c). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities ordinary shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-8 or Form S-4 or S-8 or any successor similar form that relates to such forms or a transaction subject to Rule 145 under the Securities Act, (Ciii) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer 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 ordinary shares being Registered are ordinary shares of the Company issuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than 20 fifteen (15) days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 fifteen (15) days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) securities 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 an Incidental a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with any Incidental The Company’s filing of a Shelf Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required deemed to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any timea Company Public Sale; provided, however, thatthat 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, except 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 case 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 withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities another stockholder (other than a Registration (Ai) pursuant to a registration under Section 2.1 or Section 2.2 hereof, (B) a registration Registration Statement on Form S-4 S-8, or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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) 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 practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)ORIX, and such notice shall offer the holders of such Registrable Securities ORIX the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder ORIX may request in writing (an a “Incidental Piggyback Registration”). . (ii) Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 12 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities ORIX and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to ORIX in connection with such termination, without prejudice, however, to the rights of ORIX to request that such Registration be effected as a Demand Registration under Section 2.01, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering 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. (iiiii) If the offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder making Offering and ORIX makes a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustSection 2.02(a), then the Company and the Issuer ORIX shall each use its their reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder may, ORIX may participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder making basis and ORIX makes a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must 2.02(a), then the Company and ORIX shall each use their reasonable best efforts to coordinate arrangements so that ORIX may participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that ORIX may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01, 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 2.2 hereofotherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 F-4 or S-8 or any successor form to such forms or Form S-8, (Ciii) a registration Registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 debt securities and sell the Company Shares into which such debt securities may be converted or exchanged (each of clauses (i)-(vi), a “Company Public Sale”)), then, (A) as soon as practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement, unless such Investor has a representative on the board of the directors of the Company and such representative has actual knowledge of the proposed Registration, then in no event less than 15 days prior to the date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investors, and such notice shall offer each Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such Investor may request in writing delivered to the Company within ten (in 10) days of delivery of such written notice by the case Company, and (B) subject to Section 2.02(c), as soon as practicable after the expiration of a sale such 10-day period, the Company shall give written notice of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInvestors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.02(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.02(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(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 2.02(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 2.02(a), and each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must 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 2.02(b) and (c). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer at any time on or after the first Release Date, the Company proposes to file a Registration Statement with respect to any offering of its securities for its own account or for the account of any holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to Section 2.02 hereof), other than (A) a registration under Section 2.1 of securities relating solely to an offering and sale to employees or Section 2.2 hereofdirectors 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 or forms, (C) a registration an exchange offer or offering of securities solely relating to the Company’s existing shareholders, (D) an offering and sale to employees of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or directors of the Issuer pursuant to any employee stock plan (F) solely in connection with a merger, consolidation or other employee benefit plan arrangement)non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than 20 ten (10) business days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity Securities, which notice shall describe the amount and class of securities (to be included in such offering, the case intended method(s) of a sale distribution, and the name of equity securitiesthe proposed managing underwriter or underwriters, including securities convertible into equity securities) or if any, of Registrable Securities that are debt securities (in the case of a sale of debt securities)offering, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder may request in writing (an “Incidental Registration”). Subject to Section 2.3(b2.03(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 five (5) business days after the receipt by such holder of any such notice. The failure , on the same terms and conditions as any similar securities of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registrationthe Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms and conditions as the Issuer Company and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a2.03(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.;

Participation. (i) If the Issuer 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 holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 Sections 3.1 or Section 2.2 hereof3.2, (Bii) a registration Registration on Form S-4 or Form S-8 or any successor form to such forms or (Ciii) a registration Registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 days 10 Business Days prior to the proposed date of filing of such Registration Statement)Statement or, the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of equity securities, including securities convertible into equity securities) such proposed filing or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Public Offering to all Holders, and such notice Piggyback Notice shall offer the holders of such Registrable Securities Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b)3.3.2, the Issuer Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities which that are requested to be included therein within 10 days five Business Days after the receipt by such holder Holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, 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 registrationRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Issuer shall determine Company determines for any reason not to register or sell or to delay registration the Registration or sale of such securities, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (xi) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registrationRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (yii) in the case of a determination to delay registeringRegistration or sale, 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 or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement or Public Offering is an Underwritten Public Offering, then Section 3.6.2 hereof shall apply. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, Any Holder shall have the Issuer shall not be required right to include any withdraw all or part of its request for inclusion of its Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, a Piggyback Registration by giving written notice to the Issuer, all or part Company of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant its request to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswithdraw.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01 or Section 2.2 hereof2.02, 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, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investors, and such notice shall offer each Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such 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 case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInvestors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (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 Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by the Investors to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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, (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 arrangementor (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 practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Re #85967293v11 gistrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 12 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) shares 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of (other than LGE)of its equity securities (other than (A) a registration under Section 2.1 or Section 2.2 hereof, (B) a registration on Form S-4 ▇-▇, ▇-▇ or S-8 or any successor form to such forms or (C) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 45 days prior to the proposed date of filing such Registration Statement), the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Philips, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder Philips may request in writing (an a “Incidental Piggyback Registration”). To the extent known at the time, such notice shall specify the underwriters, the terms of the underwriting arrangement, the method of distribution, the timetable and a good faith estimate of the maximum offering price. Subject to Section 2.3(b2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for its own account, the Issuer shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 30 days after the receipt by such holder Philips of any such notice. The failure Subject to Section 2.2(b), if the Issuer is filing a Registration Statement with respect to any offering of its equity securities for the account of any holder of its equity securities, the Issuer shall, after receiving the consent of such holder of its equity securities, include in such Registration Statement all such Registrable Securities which are requested to be included therein within 30 days after the receipt by Philips of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registrationnotice. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, shall give written notice of such determination to each holder of Registrable Securities Philips and, (x) in the case of a determination not to register, shall be relieved of its obligation pursuant to this Section 2.2 to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental a Piggyback Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein Philips must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder Philips may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) Philips must participate in such offering on such other basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its securities Common Shares for its own account or for the account of any holders of its securities other Persons (other than pursuant to (Ai) a registration Registration Statement filed under Section 2.1 2.01 or Section 2.2 hereof2.02, 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, (Bii) a registration Registration Statement on Form S-4 or S-8 or any successor form to such forms or Form S-8, (Ciii) a registration Registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 debt securities and sell the Company Shares into which such debt securities may be converted or exchanged) (any such offering, other than pursuant to a Registration described in the foregoing clauses (i)-(vi), a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than 20 days ten (10) Business Days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Holders, and such notice shall offer the holders of such Registrable Securities each Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing delivered to the Company within five (an “Incidental Registration”)5) Business Days of delivery of such written notice by the Company. Subject to Section 2.3(b2.03(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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). 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 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 2.2 hereof2.02 pursuant to Section 2.01(d) or Section 2.02(c), as applicable, or otherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 thirty (30) days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Sponsors, and such notice shall offer each Sponsor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such Sponsor may request in writing delivered to the Company within ten (in 10) days of delivery of such written notice by the case Company, and (B) if one or both Sponsors elects to request registration of a sale of equity securities, including securities convertible into equity securities) or of any Registrable Securities that are debt 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 case proposed date of a sale filing of debt securitiessuch Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Sponsors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder immediately foregoing sentence (a “Piggyback Registration”); provided that the Company shall not include in any Piggyback Registration Registrable Securities of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be Holder (other than a waiver Sponsor) in an amount in excess of such holderHolder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If Pro Rata Percentage; provided further that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by the Sponsors to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any timetime prior to the effectiveness of such Registration Statement; provided, howeverthat such withdrawal shall be irrevocable and, thatafter making such withdrawal, except a Holder shall no longer have any right to include Registrable Securities in the case of a Piggyback Registration as to which such withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswas made.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Ordinary Shares or otherwise conduct an offering of Ordinary Shares pursuant to an effective Registration Statement, in each case, for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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) 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 solely for the purpose of effecting an acquisition of assets or securities of another entity), then, as soon as practicable (but in no event less than 20 days five (5) Business Days 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 Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement or otherwise sell in such offering such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement or other offering all such Registrable Securities which that are requested to be included therein within 10 days four (4) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register or 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 registrationRegistration or launch of such offering, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration or offering of such securities, the Issuer Company may, at its election, give prompt written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister or otherwise offer securities, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration or other offer of securities, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) If Ordinary Shares, 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 pursuant effected under this Section 2.02 shall relieve the Company of its obligation to an Incidental effect any Demand Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offeringunder Section 2.01. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration Statement pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.this

Participation. (i) If the Issuer at any time time, the Company proposes to file a Registration Statement with respect to any offering of its equity securities of the same class as any class of outstanding Registrable Securities for its own account or for the account of any holders of its securities other Persons (other than pursuant to (Ai) a registration Registration Statement filed under Section 2.1 2.01 or Section 2.2 hereof2.02, 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, except as otherwise provided herein, (Bii) a registration Registration Statement on Form S-4 or S-8 or any successor form to such forms or Form S-8, (Ciii) a registration Registration of securities solely (a) relating to an offering and sale to employees employees, directors or directors consultants of the Issuer Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or (b) solely for the sale of securities, the proceeds of which will be used solely to fund an acquisition, (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 debt securities and sell the Company Shares into which such debt securities may be converted or exchanged) (any such offering, other than pursuant to a Registration described in the foregoing clauses (i)-(vi), a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than 20 fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders Holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)such Class, and such notice shall offer the holders of such Registrable Securities each Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities of such class as each such holder Holder may request in writing delivered to the Company within five (an “Incidental Registration”)5) Business Days of delivery of such written notice by the Company. Subject to Section 2.3(b2.03(b), the Issuer Company shall use reasonable best efforts to include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, 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). 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 Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.03(a) must 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). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its securities for its own account or for the account of any holders of its securities (other than (A1) a registration under Section 2.1 2(a) or Section 2.2 2(b) hereof, (B2) a registration on Form S-4 or S-8 or any successor form to such forms or forms, (C3) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit plan arrangement, (4) a registration of securities for the benefit of the holders pursuant to Section 6(b) of that certain registration rights agreement (the “Bric Registration Rights Agreement”) dated as of May 1, 2006 among the Company, Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (the “Bricoleur Parties”) but only for so long as there is not an effective registration statement covering the registrable securities of the Bricoleur Parties or (5) except in the case where the Holders desire to exercise their incidental registration rights hereunder with respect to any of the 1,000,000 shares of Common Stock purchased by Elixir pursuant to the 2006 Purchase Agreement or any 2006 of the Warrant Shares (in which case this clause 5 shall not apply), a registration of securities for the benefit of the holders pursuant to Section 7(b) of that certain registration rights agreement dated as of March 27, 2007 between the Company and GLG North American Opportunity Fund but only for so long as there is not an effective registration statement covering the registrable securities thereunder, then, as soon as practicable (but in no event less than 20 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders Holders of Registrable Securities that and (unless all such Registrable Securities are equity securities (in the case of a sale of equity securities, including securities convertible into equity securitiesthen registered pursuant to Section 2(a) or of Registrable Securities that are debt securities (a Shelf Registration Statement under Section 2(b) is in the case of a sale of debt securities), and effect) such notice shall offer the holders Holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder Holder may request in writing (an “Incidental Registration”). Subject to Section 2.3(b2(d)(ii), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 days after the receipt by such holder Holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Ordinary Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 days five (5) Business Days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days four (4) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give prompt written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Ordinary Shares, 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 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer If, at any time following the IPO, the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Company Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-8 or Form S-4 or S-8 or any successor similar form that relates to such forms or a transaction subject to Rule 145 under the Securities Act, (Ciii) a registration of securities solely relating to an offering and sale to employees or directors of the Issuer 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 Company Common Stock being Registered is Company Common Stock issuable upon conversion of debt securities that are also being Registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than 20 fifteen (15) days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days seven (7) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) shares of Company Common Stock. 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 an Incidental a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with any Incidental The Company’s filing of a Shelf Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required deemed to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any timea Company Public Sale; provided, however, thatthat the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Company Common Stock 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, except 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 case 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 withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Ordinary Shares or otherwise conduct an offering of Ordinary Shares pursuant to an effective Registration Statement, in each case, for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer 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) 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 solely for the purpose of effecting an acquisition of assets or securities of another entity), then, as soon as practicable (but in no event less than 20 days five (5) Business Days 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 Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement or otherwise sell in such offering such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(b) and Section 2.02(c), the Issuer Company shall include in such Registration Statement or other offering all such Registrable Securities which that are requested to be included therein within 10 days four (4) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register or 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 registrationRegistration or launch of such offering, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration or offering of such securities, the Issuer Company may, at its election, give prompt written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister or otherwise offer securities, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration or other offer of securities, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Ordinary Shares, 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Piggyback Registration pursuant to this Section 2.3(a2.02(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a)shall, and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities the Company shall be permitted use reasonable best efforts to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.coordinate arrangements

Participation. (i) If the Issuer at any time on or after the first Release Date, the Company proposes to file a Registration Statement with respect to any offering of its securities for its own account or for the account of any holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to Section 2.02 hereof), other than (A) a registration under Section 2.1 of securities relating solely to an offering and sale to employees or Section 2.2 hereofdirectors 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 or forms, (C) a registration an exchange offer or offering of securities solely relating to the Company’s existing shareholders, (D) an offering and sale to employees of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or directors of the Issuer pursuant to any employee stock plan (F) solely in connection with a merger, consolidation or other employee benefit plan arrangement)non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than 20 ten (10) business days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity Securities, which notice shall describe the amount and class of securities (to be included in such offering, the case intended method(s) of a sale distribution, and the name of equity securitiesthe proposed managing underwriter or underwriters, including securities convertible into equity securities) or if any, of Registrable Securities that are debt securities (in the case of a sale of debt securities)offering, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder may request in writing (an “Incidental Registration”). Subject to Section 2.3(b2.03(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 five (5) business days after the receipt by such holder of any such notice. The failure , on the same terms and conditions as any similar securities of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registrationthe Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms and conditions as the Issuer Company and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b).an (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.;

Participation. Prior to the earlier to occur of the fifth anniversary of the Distribution or the date on which the Registrable Securities then held by the Holder(s) represents less than five percent (i5%) If of the Issuer at any time Company’s then issued and outstanding Common Stock, if the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Common Stock for its own account or and/or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 or Section 2.2 hereof, (Bii) a registration Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or S-8 similar forms that relate to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, 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 to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any successor form to such forms similar transaction or (Cvi) a registration Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangementwhich are also being registered) (a “Company Public Sale”), then, as soon as practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.2(b) and Section 2.2(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 days 5 Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (yii) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering such other securities. (ii) If shares of Common Stock. No Registration effected under this Section 2.2 shall relieve the offering pursuant Company of its obligation to an Incidental effect any Demand Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offeringunder Section 2.1. If the offering pursuant to such registration Registration Statement is to be on any other basisunderwritten, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.this

Participation. (i) If the Issuer at any time on or after the first Release Date, the Company proposes to file a Registration Statement with respect to any offering of its securities for its own account or for the account of any holders of its securities (or by the Company and by security holders of the Company, including, without limitation, pursuant to Section 2.2 hereof), other than (A) a registration under Section 2.1 of securities relating solely to an offering and sale to employees or Section 2.2 hereofdirectors 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 or forms, (C) a registration an exchange offer or offering of securities solely relating to the Company’s existing shareholders, (D) an offering and sale to employees of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or directors of the Issuer pursuant to any employee stock plan (F) solely in connection with a merger, consolidation or other employee benefit plan arrangement)non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than 20 ten (10) business days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity Securities, which notice shall describe the amount and class of securities (to be included in such offering, the case intended method(s) of a sale distribution, and the name of equity securitiesthe proposed managing underwriter or underwriters, including securities convertible into equity securities) or if any, of Registrable Securities that are debt securities (in the case of a sale of debt securities)offering, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number or amount of Registrable Securities as each such holder may request in writing (an “Incidental Registration”). Subject to Section 2.3(b), the Issuer Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 10 five (5) business days after the receipt by such holder of any such notice. The failure , on the same terms and conditions as any similar securities of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registrationthe Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer Company shall determine for any reason not to register or to delay registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer Company shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms and conditions as the Issuer Company and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.;

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Ordinary Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 ‎Section 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 days five (5) Business Days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b‎Section 2.02(a) and ‎Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days four (4) Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this ‎Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give prompt written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Ordinary Shares, 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 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 an Incidental a Registration Statement pursuant to this ‎Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis ‎Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a‎Section 2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement and/or Canadian Prospectus with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01 or Section 2.2 hereof2.02, 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, (Bii) a registration Registration Statement on Form S-4 S-4, F-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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 practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration StatementStatement and/or Canadian Prospectus, 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 (1) Business Day), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Institutional Investors, and such notice shall offer the holders of such Registrable Securities Institutional Investors the opportunity to register Register under such Registration Statement and/or Canadian Prospectus such number or amount of Registrable Securities as each such holder the Institutional Investors may request in writing delivered to the Company within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.03(b) and (c), the Issuer Company shall include in such Registration Statement and/or Canadian Prospectus all such Registrable Securities which that are requested by the Institutional Investors to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement and/or Canadian Prospectus filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Institutional Investor to the extent the Institutional Investor requested to Register its Registrable Securities in such Registration Statement and/or Canadian Prospectus and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of WP to request that such Registration be effected as a Demand Registration under Section 2.01, and (y2) in the case of a determination to delay registeringRegistering, in the absence of a request by WP to request that such Registration be effected as a Demand Registration under Section 2.01, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement and/or Canadian Prospectus is to be underwritten, 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 such 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 an Incidental a Piggyback Registration pursuant to this Section 2.3(a) must 2.03 (a), the Company shall make such arrangements so that such Institutional Investor may participate in such offering on such basis, subject to the conditions of Section 2.03(b) and (c). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Institutional Investor shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement and/or Canadian Prospectus.

Participation. After the Lockup Date (i) If or an earlier date agreed by the Issuer at any time Company in writing), if the Company proposes to file a Prospectus as part of any Registration Statement under the Securities Act with respect to any offering of its securities Company Securities for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4, 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 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 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) that relates to an offering of Company Securities that is not underwritten and that occurs at a time when a Shelf Registration is effective in accordance with Section 2.1(a)), then, as soon as practicable (but in no event less than 20 days prior to then the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder as soon as practicable, and such notice shall offer the holders of such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to this Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall use reasonable best efforts to include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days six (6) Business Days after the receipt by such holder date of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.2(a) is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in Holder may be added to such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Ordinary Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 ‎Section 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit 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 Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan arrangementor (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 practicable (but in no event less than 20 15 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b‎Section 2.02(a) and ‎Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 12 days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this ‎Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under ‎Section 2.01, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Ordinary 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 an Incidental a Registration Statement pursuant to this ‎Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis ‎Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a‎Section 2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not 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 include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. After the Lockup Date (i) If or an earlier date agreed by the Issuer at any time Company in writing), if the Company proposes to file a Prospectus as part of any Registration Statement under the Securities Act with respect to any offering of its securities Company Securities for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit plan arrangement) or Form F-4, 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 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 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) that relates to an offering of Company Securities that is not underwritten and that occurs at a time when a Shelf Registration is effective in accordance with Section 2.1(a)), then, as soon as practicable (but in no event less than 20 days prior to then the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders each Investor on behalf of Registrable Securities that are equity securities each Holder as soon as practicable (but in any event at least ten (10) Business Days prior to the case proposed date of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in printing the case of a sale of debt securitiespreliminary Prospectus), and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to this Section 2.3(b2.2(a) and Section 2.2(c), the Issuer Company shall use commercially reasonable efforts to include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days six (6) Business Days after the receipt by such holder date of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to register or to delay registration of such securities, the Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. (ii) If the offering pursuant to an Incidental a Registration Statement pursuant to this Section 2.2(a) is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.2(a) shall, and the Issuer Company shall use its commercially reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.2(a) must shall, and the Company shall use commercially reasonable efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not use its commercially reasonable efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer 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 holders of its securities other Persons (other than (Aa) a registration Registration under Section 2.1 Sections 3.1 or Section 2.2 hereof3.2, (Bb) a registration Registration on Form S-4 or Form S-8 or any successor form to such forms or forms, (Cc) a registration Registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), (d) sales of its Common Stock pursuant to any at-the-market offering program then in effect or any successor or similar continuous offering program, and (e) issuances pursuant to any equity line of credit or similar committed equity purchase facility then in effect (including any renewals, replacements or successors) under its At-the-Market Sales Agreement, dated March 10, 2022, between the Company and BTIG, LLC or any successor at-the-market offering or similar program, (e) the Purchase Agreement, between the Company and Lincoln Park Capital Fund, LLC, dated December 15, 2023 or any successor or similar equity line of credit then, as soon as practicable (but in no event less than 20 ten (10) days prior to the proposed date of filing of such Registration Statement)Statement or, the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of equity securities, including securities convertible into equity securities) such proposed filing or of Registrable Securities that are debt securities (in the case of a sale of debt securities)Public Offering to all Holders, and such notice Piggyback Notice shall offer the holders of such Registrable Securities Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b)3.3.2, the Issuer Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities which that are requested to be included therein within 10 days five (5) Business Days after the receipt by such holder Holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, 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 registrationRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Issuer shall determine Company determines for any reason not to register or sell or to delay registration the Registration or sale of such securities, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, (xi) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registrationRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (yii) in the case of a determination to delay registeringRegistration or sale, 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 or selling any Registrable Securities Securities, for the same period as the delay in registering or selling such other securities. (ii) If . Any Holder shall have the offering pursuant right to an Incidental Registration is to be an Underwritten Offering, then each holder making a withdraw all or part of its request for inclusion of its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on any other basis, then each holder making a request for an Incidental Piggyback Registration pursuant to this Section 2.3(a) must participate in such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by giving written notice to the Issuer, all or part Company of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant its request to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securitieswithdraw.

Participation. (i) If the Issuer Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 2.01, 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 2.2 hereofotherwise limit the applicability thereof, (Bii) a registration Registration Statement on Form S-4 F-4 or S-8 (or any such other similar successor form to such forms or then in effect under the Securities Act), (Ciii) a registration of securities solely relating to an offering and sale to employees employees, directors or directors consultants of the Issuer 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) (each of clauses (i)-(vi), a “Company Public Sale”)), then, (A) as soon as practicable (but in no event less than 20 30 days prior to the proposed date of filing of such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders the Investors, and such notice shall offer each Investor the opportunity to Register under such Registration Statement such number of Registrable Securities that are equity securities as such 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 2.02(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 case proposed date of a sale filing of equity securitiessuch Registration Statement), including securities convertible into equity securities) or the Company shall give written notice of Registrable Securities that are debt securities such proposed filing to the Holders (in other than the case of a sale of debt securitiesInvestors), and such notice shall offer the holders of each such Registrable Securities Holder the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing within ten (an “Incidental Registration”)10) days of delivery of such written notice by the Company. Subject to Section 2.3(bSections 2.02(b) and (c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested by Holders to be included therein within 10 days after in compliance with the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be immediately foregoing sentence (a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental “Piggyback Registration. If ”); provided, that if at any time after giving written notice of its intention to register Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggyback Registration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of the equity securities covered by such securitiesPiggyback Registration, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (x1) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (y2) in the case of a determination to delay registeringRegistering, shall be permitted to delay registering Registering any Registrable Securities Securities, for the same period as the delay in registering Registering the other equity securities covered by such other securities. (ii) If the offering pursuant to an Incidental Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Issuer shall use its reasonable best efforts to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten OfferingPiggyback Registration. If the offering pursuant to such registration Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.02(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(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 2.02(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 2.02(a), and each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a2.02(a) must 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 2.02(b) and (c). In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required to include any Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities Holder shall be permitted to withdraw, by written notice to the Issuer, withdraw all or part of such holder’s its Registrable Securities from an Incidental a Piggyback Registration at any time; provided, however, that, except in time prior to the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder effectiveness of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesRegistration Statement.

Participation. (i) If the Issuer at any time Company proposes to file a Registration Statement under the Securities Act with respect to any offering of its securities Class A Ordinary Shares for its own account or and/or for the account of any holders of its securities other Persons (other than a Registration (Ai) a registration under Section 2.1 or Section 2.2 ‎Section 2.01 hereof, (Bii) pursuant to a registration Registration Statement on Form S-4 S-8 (or S-8 or any successor form to such forms or (C) a other registration of securities solely relating to an offering and or sale to employees or directors of the Issuer Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan arrangement)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 practicable (but in no event less than 20 10 days prior to the proposed date of filing such Registration Statement), the Issuer Company shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale of equity securities, including securities convertible into equity securities) or of Registrable Securities that are debt securities (in the case of a sale of debt securities)each Holder, and such notice shall offer the holders of such Registrable Securities Holders the opportunity to register Register under such Registration Statement such number or amount of Registrable Securities as each such holder Holder may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b2.02(a) and Section 2.02(c), the Issuer Company shall include in such Registration Statement all such Registrable Securities which that are requested to be included therein within 10 days seven Business Days after the receipt by such holder of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, that if, at any time after giving written notice of its intention to register Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, the Issuer Company shall determine for any reason not to register Register or to delay registration Registration of such securities, the Issuer Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (xi) in the case of a determination not to registerRegister, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registrationRegistration and shall have no liability to any Holder in connection with such termination, and (yii) in the case of a determination to delay registeringRegistration, shall be permitted to delay registering Registering any Registrable Securities for the same period as the delay in registering Registering such other securities. (ii) Class A Ordinary Shares, 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 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 an Incidental a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each holder Holder making a request for its Registrable Securities a Piggyback Registration pursuant to be included therein mustthis Section 2.02(a) shall, and the Issuer Company shall use its reasonable best efforts to make such coordinate arrangements with the underwriters so that each such holder Holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration Registration Statement is to be on any other basis, then each holder Holder making a request for an Incidental a Piggyback Registration pursuant to this Section 2.3(a‎Section 2.02(a) must shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. In connection with If the Company files a Shelf Registration for its own account and/or for the account of any Incidental Registration under Section 2.3 that is an Underwritten Offeringother Persons, the Issuer Company agrees that it shall not use its best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to include any Registrable Securities in ensure that the Holders may be added to such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), and then only in such quantity as set forth in Section 2.3(b). (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Shelf Registration at any time; provided, however, that, except in a later time through the case filing of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable SecuritiesProspectus supplement rather than a post-effective amendment.

Participation. (i) If the Issuer 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 holders of its securities other Persons (other than (Ai) a registration Registration under Section 2.1 or Section 2.2 hereof3.1, (Bii) a registration Registration on Form S-4 or Form S-8 or any successor form to such forms or (Ciii) a registration Registration of securities solely relating to an offering and sale to employees or directors of the Issuer Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than 20 days ten (10) Business Days prior to the proposed date of filing of such Registration Statement)Statement or, the Issuer shall give written notice of such proposed filing to all holders of Registrable Securities that are equity securities (in the case of a sale Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of equity securities, including securities convertible into equity securities) such proposed filing or of Registrable Securities that are debt securities (in Public Offering to the case of a sale of debt securities)Investors, and such notice Piggyback Notice shall offer the holders of such Registrable Securities Investors the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number or amount of Registrable Securities as each such holder the Investors may request in writing (an a “Incidental Piggyback Registration”). Subject to Section 2.3(b)3.2.2, the Issuer Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities which that are requested to be included therein within 10 days seven (7) Business Days after the receipt by such holder from the Investor of any such notice. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under this Section 2.3(a) with respect to such Incidental Registration. If ; provided, however, 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 registrationRegistration, or the pricing or trade date of a Public 1. doc Offering under a Shelf Registration Statement, the Issuer shall determine Company determines for any reason not to register or sell or to delay registration the Registration or sale of such securities, the Issuer may, at its election, Company shall give written notice of such determination to each holder of Registrable Securities the Investors and, thereupon, (xi) in the case of a determination not to registerregister or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such registrationRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (yii) in the case of a determination to delay registeringRegistration or sale, 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. (ii) If . The Investors shall have the offering pursuant right to an Incidental Registration is to be an Underwritten Offering, then each holder making a withdraw all or part of their request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to be included therein must, the Company of its request to withdraw. The parties hereto understand and the Issuer shall use its reasonable best efforts agree that any failure of an Investor to make such arrangements with the underwriters so that each such holder may, participate in such Underwritten Offering on the same terms as the Issuer and other Persons selling securities in such Underwritten Offering. If the offering pursuant to such registration is to be on timely provide any other basis, then each holder making a request for an Incidental Registration required information pursuant to this Section 2.3(a) must participate in 3.2.1 shall be deemed a waiver by such offering on such basis. In connection with any Incidental Registration under Section 2.3 that is an Underwritten Offering, the Issuer shall not be required Investor of its rights to include any its Registrable Securities in such Underwritten Offering unless the participating holders thereof accept the terms of the Underwritten Offering provided in Section 2.6(a), a Piggyback Registration and then only in such quantity as set forth in Section 2.3(b)to receive related liquidated damages hereunder. (iii) Each holder of Registrable Securities shall be permitted to withdraw, by written notice to the Issuer, all or part of such holder’s Registrable Securities from an Incidental Registration at any time; provided, however, that, except in the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be entitled to reimbursement from the holder of such withdrawn Registrable Securities for any SEC registration fees incurred by the Issuer in connection with the registration of such Registrable Securities.