Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo), then InvestCo, on each such occasion, shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (iother than in connection with a transaction contemplated by Rule 145(a) Ifpromulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, at including the expenses of any time legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to December 31the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, 2010, InvestCo proposes within ten days of the receipt of the Company’s notice of its intention to file a registration statement under the Securities Act with respect to an offering by InvestCo or statement. The Company shall cause any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely pursuant to the existing stockholders or employees above “piggyback” rights to remain effective for at least nine months from the date that the Holders of InvestCo), then InvestCo, on each such occasion, shall give written notice (each, a "Piggy-Back Notice") the Registrable Securities are first given the opportunity to sell all of such proposed filing securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Shareholder at least fifteen days before Registrable Securities in such states as are reasonably requested by the anticipated filing date of such registration statementHolders; provided, and such Piggy-Back Notice also however, that the Company shall not be required to offer register the Registrable Securities in a state in which such registration would cause the Company to the Shareholder the opportunity be obligated to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject qualify to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder do business generally in such registration statement. InvestCo shall use reasonable efforts state, or would subject the Company to cause the managing underwriter(s) of taxation as a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice foreign corporation doing business in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionjurisdiction.

Piggy Back Registration. 1.1 If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) If, at any time prior to December 31, 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerany employee stock option or other benefit plan on Form S-8, (ii) for a business combination transaction dividend reinvestment plan, (iii) in connection with a merger or an acquisition, or (iv) filed solely for a firm underwritten offering of securities solely to the existing stockholders or employees of InvestCo)its Common Shares, then InvestCo, on each such occasion, the Company shall (x) give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such registration statementRegistration Statement, the intended method(s) of distribution, and such Piggy-Back Notice also shall be required to the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such aggregate number of shares Registrable Securities as such holders may request in writing within three (3) days following receipt of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the such notice (a “Piggy-Back Notice, Registration”). The Company shall cause such Registrable Securities to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder be included in such registration statement. InvestCo and shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything the Company and to permit the contrary contained sale or other disposition of such Registrable Securities in this Section 1.5, if accordance with the managing underwriter(sintended method(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to distribution thereof (with the Shareholder understanding that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect Company shall file the success of such offering, then initial prospectus covering the amount of securities to be offered for the account Buyer’s sale of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on Registrable Securities at prevailing market prices within two business days of the amount of securities owned date that the Registration Statement is declared effective by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionSEC).

Piggy Back Registration. (i) If, at any time prior to December 31the Maturity Date, 2010, InvestCo the Borrower proposes to file a registration statement under the Securities 1933 Act with respect to an underwritten offering by InvestCo the Borrower for its own account or for the account of others of any other party class of InvestCo Stock security (other than (a) a registration statement on Form Forms S-4 or S-8 or any successor form or S-8, (b) a registration statement filed solely in connection with an exchange offer, offer or (c) a business combination transaction or an offering registration statement filed as a result of securities solely to the existing stockholders or employees of InvestCoSection 2 hereof), then InvestCo, on the Borrower shall in each such occasion, shall case give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder Creditor at least fifteen 30 days before prior to the anticipated filing date of such registration statementdate, and such Piggy-Back Notice also notice shall be required to offer to the Shareholder Creditor the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Borrower shall use its reasonable best efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion holders of Registrable Securities requested in writing within fifteen (15) days after the Shareholder’s InvestCo shares which were notice given by the subject of Borrower to be included in the Shareholder Notice registration for such offering to include such securities in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Borrower included therein. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) underwriter or underwriters of such underwritten offering or any proposed underwritten offering delivers a written an opinion to the Shareholder Creditor that the total amount and kind of securities which they, InvestCo and it or the Borrower or any other person persons or entities intend to include in such offering is such as sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the account accounts of the Shareholder and persons other than InvestCo Creditor shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(sunderwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) in its written opinionas well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. (ia) If, at any time prior to December 31, 2010, InvestCo proposes the first anniversary of the Effective Date (as defined in the Share Purchase Agreement) the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or a resale offering by any of its stockholders under the Securities Act with respect to an offering by InvestCo or of any other party of InvestCo Stock (its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed their then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to issuable in connection with the existing stockholders Company’s stock option or employees of InvestCo)other employee benefit plans, then InvestCo, on the Company shall deliver to each such occasion, shall give Holder a written notice (each, a "Piggy-Back Notice") of such proposed filing to determination and, if within fifteen (15) days after the Shareholder at least fifteen days before the anticipated filing date of the delivery of such registration statementnotice, and any such Piggy-Back Notice also Holder shall so request in writing, the Company shall include in the Registration Statement all or any part of such Registrable Securities such Holder requests to be registered; provided, that the Company shall not be required to offer register any Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Shareholder Securities Act or (ii) the opportunity subject of a then effective registration statement. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with respect to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject Registrable Shares. Subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCothis Schedule, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Company shall use its reasonable best efforts to cause the managing underwriter(sRegistration Statement filed under this Section to be declared effective under the Securities Act as promptly as reasonably practical after the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement (i) of a proposed underwritten offering have been sold, thereunder or pursuant to permit Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the inclusion of requirement for the Shareholder’s InvestCo shares which were Company to be in compliance with the subject of current public information requirement under Rule 144, as determined by the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything counsel to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Shareholder that Company’s transfer agent and the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect affected Holders (the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion“Effectiveness Period”).

Piggy Back Registration. (i) If, at any time on or after the date hereof and prior to December 31the Expiration Time, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registrable Securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed solely in connection with a stock option or other employee benefit plan, an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "“Piggy-Back Notice"”) of such proposed filing to all of the Shareholder Rightsholders owning Registrable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of the a Piggy-Back Notice, to request, by written notice (each, a "Shareholder “Holder Notice"”) to InvestCothe Company, the inclusion of all or any portion of the shares Registrable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registrable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.58(b), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its the managing underwriter’s written opinion.

Piggy Back Registration. (i) If, at any time on or after the Closing Date and on or prior to December 31two years from the Closing Date, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of of, or reconfirmation offer with respect to, securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a the "PiggyCOMPANY PIGGY-Back NoticeBACK NOTICE") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of the a Company Piggy-Back Notice, to request, by written notice (each, a "Shareholder NoticeHOLDER NOTICE") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Subparagraph 6(c)(i), if the managing managine underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on oon the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (ia) If, If at any time prior to December 31, 2010, InvestCo proposes the Company intends to file on its behalf or on behalf of any of its stockholders (other than as set forth in Section 2) a registration statement in connection with a public offering of common stock or any securities of the Company convertible into or exercisable for common stock on a form and in a manner that would permit the registration for offer and sale under the Securities Act with respect to an offering of Registrable Securities held by InvestCo a Covered Holder or any other party of InvestCo Stock (Warrant Holder, other than a registration statement on Form S-8 or Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo)other forms promulgated for similar purposes, then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back an “Intended Offering Notice"”) of such proposed filing intention to the Shareholder each Covered Holder and Warrant Holder at least fifteen twenty (20) business days before prior to the anticipated filing date of such registration statement, and . Such Intended Offering Notice shall offer to include in such Piggy-Back Notice also shall be required to Registration Statement for offer to the Shareholder the opportunity to register public such aggregate number or amount of shares of InvestCo Stock Registrable Securities as the Shareholder each such Covered Holder and Warrant Holder may request, subject to the terms hereof. The Shareholder conditions set forth herein, and shall have specify, to the rightextent then known, exercisable for the five days immediately following number and class of securities proposed to be registered, the giving proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Any Covered Holder or Warrant Holder desiring to have Registrable Securities included in such Registration Statement and offered to the public shall so advise the Company in writing (the written notice of any such Holder being a “Piggy-Back Notice, ”) not later than ten (10) business days after the Company’s delivery to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion such Holders of the shares Intended Offering Notice, setting forth the number of InvestCo Stock owned by Registrable Securities such Holder desires to have included in the Shareholder in such registration statementRegistration Statement and offered to the public. InvestCo shall use reasonable efforts to cause Upon the managing underwriter(s) of a proposed underwritten offering to permit the inclusion request of the Shareholder’s InvestCo shares which were Company, such Holders shall (i) enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the subject offering and (ii) complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionunderwriting arrangements.

Piggy Back Registration. (i) IfCommencing immediately after the Closing Date, at any time prior to December 31, 2010, InvestCo proposes to if the Company determines that it will file a registration statement under the Securities 1933 Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on a Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders stockholders) on any form that would also permit the registration of the resale of the Registrable Stock and such filing is to be on the Company's behalf or employees on behalf of InvestCo)selling holders of the Company's securities for the general registration of Common Stock to be sold for cash, then InvestCo, on at each such occasion, time the Company shall promptly give each Holder written notice (each, a "Piggy-Back Notice") of such proposed filing determination setting forth the date on which the Company proposes to the Shareholder at least fifteen days before the anticipated filing date of file such registration statement, and such Piggy-Back Notice also which date shall be required no earlier than 30 days from the date of such notice, and advising each Holder of its right to offer to have Registrable Stock included in such registration. Upon the Shareholder written request of any Holder received by the opportunity to register such aggregate number of shares of InvestCo Stock as Company no later than 20 days after the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving date of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCoCompany's notice, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Company shall use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter(s) underwriter or underwriters (or, in the case of a proposed non-underwritten offering to permit offering, in the inclusion written opinion of the Shareholder’s InvestCo shares which were placement agent, or if there is none, the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5Company), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which theycan be marketed (a) at a price reasonably related to the then-current market value of such securities, InvestCo and any other person intend to include in such offering is such as to or (b) without otherwise materially and adversely affect affecting the success of such entire offering, then the amount of securities Registrable Stock to be offered for the account accounts of the Shareholder and persons other than InvestCo Holders shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, however, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount recommended by of securities such managing underwriter(s) in its written opinionother Persons intended to offer.

Piggy Back Registration. 1.1 If at any time on or after the date of the Closing the Parent proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Parent for its own account or for shareholders of the Parent for their account (or by the Parent and by shareholders of the Parent), other than a Registration Statement (i) If, at any time prior to December 31, 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offerany employee stock option or other benefit plan on Form S-8, (ii) for a business combination transaction dividend reinvestment plan or an offering of securities solely to the existing stockholders (iii) in connection with a merger or employees of InvestCo)acquisition, then InvestCo, on each such occasion, the Parent shall (x) give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen holders of Registrable Securities appearing on the books and records of the Parent as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such registration statementRegistration Statement, the intended method(s) of distribution, and such Piggy-Back Notice also shall be required to the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such aggregate number of shares Registrable Securities as such holders may request in writing within three (3) days following receipt of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the such notice (a “Piggy-Back Notice, Registration”). The Parent shall cause such Registrable Securities to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder be included in such registration statement. InvestCo and shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything the Parent and to permit the contrary contained sale or other disposition of such Registrable Securities in this Section 1.5, if accordance with the managing underwriter(sintended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionPiggy-Back Registration.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Common Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo), then InvestCo, on each such occasion, shall give written notice (each, a "InvestCo Piggy-Back Notice") of such proposed filing to the Shareholder Green Planet at least fifteen days before the anticipated filing date of such registration statement, and such InvestCo Piggy-Back Notice also shall be required to offer to the Shareholder Green Planet the opportunity to register such aggregate number of shares of InvestCo Common Stock as the Shareholder Green Planet may request, subject to the terms hereof. The Shareholder Green Planet shall have the right, exercisable for the five days immediately following the giving of the InvestCo Piggy-Back Notice, to request, by written notice (each, a "Shareholder GP Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Common Stock owned by the Shareholder Green Planet in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the ShareholderGreen Planet’s InvestCo shares which were the subject of the Shareholder GP Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.51.4(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Green Planet that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder Green Planet and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder Green Planet and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (ia) If, at any time prior to December 31, 2010, InvestCo If the Corporation proposes to file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock by InvestCo or any other party of InvestCo Stock the Corporation (i) for its own account (other than a registration statement on Form S-4 or S-8 or Form S-4 (or any successor substitute form that may be adopted by the Commission)) or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering (ii) for the account of securities solely to the existing stockholders or employees any holder of InvestCo)Registrable Securities, then InvestCo, on each such occasion, shall the Corporation will give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Piggy-Back Shareholders holding Registrable Securities as soon as practicable (but in any event not less than 30 days before the anticipated filing date of such registration statementdate), and such notice will offer such Piggy-Back Notice also shall be required to offer Shareholders the opportunity, subject to the Shareholder the opportunity limitations provided in Section 5.2(b), to register such aggregate number of shares of InvestCo Stock Registrable Securities owned by Piggy-Back Shareholders as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering Shareholders may request on the same terms and conditions as the registration of the Corporation’s or other Holder’s Registrable Securities (a “Piggy-Back Registration”). The Piggy-Back Shareholders will be permitted to withdraw all or part of the Registrable Securities from a Piggy-Back Registration at any similar securities of InvestCo included therein. Notwithstanding anything time prior to the contrary contained in this Section 1.5, if effective date of the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion Piggy-Back Registration. Subject to the foregoing, upon the written request of any Piggy-Back Shareholder made within 30 days after the receipt of notice from the Corporation (which request shall specify the number of Registrable Securities intended to be disposed of by such Piggy-Back Shareholder), the Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the total amount and kind of securities which theyCorporation has been so requested to register by such Piggy-Back Shareholders, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary required to reduce permit the total amount disposition of securities the Registrable Securities to be so registered; provided, that (A) if such registration involves a Public Offering, all such Piggy-Back Shareholders requesting to be included in such offering the Corporation’s registration must sell their Registrable Securities to the amount recommended Underwriters selected as provided in Section 6.6(e) on the same terms and conditions as apply to the Corporation and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such Registrable Securities, the Corporation shall give written notice to all such Piggy-Back Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Shareholders under Section 5.1). No registration effected under this Section 5.2 shall relieve the Corporation of its obligations to effect a Demand Registration to the extent required by such managing underwriter(s) in its written opinionSection 5.1.

Piggy Back Registration. (i) If, If at any time prior to December 31on or after February 1, 20102019, InvestCo the Company proposes to file a any registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than covering a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an public offering of securities solely the Company’s common stock, it will notify the Subscriber at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the existing stockholders or employees of InvestCoextent permitted by applicable regulation), then InvestCo, on each such occasion, shall give written the common stock held by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt of notice (each, a "Piggy-Back Notice") of such filing (which request shall specify the shares of common stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed filing to the Shareholder at least fifteen days before the anticipated filing date of such registration statementsale or other disposition thereof); provided, and such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate however, that if a greater number of shares of InvestCo Stock as the Shareholder may request, subject to Company’s common stock is offered for participation in the terms hereof. The Shareholder shall have proposed offering than in the right, exercisable for the five days immediately following the giving reasonable opinion of the Piggy-Back Notice, to request, by written notice managing underwriter (each, a "Shareholder Notice"if any) to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by proposed offering can be accommodated without adversely affecting the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities shares proposed to be offered by the Subscriber for registration, as well as the account number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Shareholder Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and persons other than InvestCo shall be eliminated expenses of any counsel or reduced pro rata (based on the amount of securities owned expert retained by the Shareholder Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other persons which carry registration rights) taxes relating to the extent necessary to reduce the total amount shares of securities to be common stock included in such offering the Registration Statement. The Subscriber agrees to cooperate with the amount recommended Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by such managing underwriter(s) in its written opinionthe Company to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.

Piggy Back Registration. (ia) If, at any time on or after the Closing Date and on or prior to December 31three years from the Closing Date, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen 20 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Paragraph 2(a), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) IfCommencing immediately after the Closing Date, at any time prior to December 31, 2010, InvestCo proposes to if the Company determines that it will file a registration statement under the Securities 1933 Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on a Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company’s existing stockholders stockholders) on any form that would also permit the registration of the resale of the Registrable Stock and such filing is to be on the Company’s behalf or employees on behalf of InvestCo)selling holders of the Company’s securities for the general registration of Common Stock to be sold for cash, then InvestCo, on at each such occasion, time the Company shall promptly give each Holder written notice (each, a "Piggy-Back Notice") of such proposed filing determination setting forth the date on which the Company proposes to the Shareholder at least fifteen days before the anticipated filing date of file such registration statement, and such Piggy-Back Notice also which date shall be required no earlier than 30 days from the date of such notice, and advising each Holder of its right to offer to have Registrable Stock included in such registration. Upon the Shareholder written request of any Holder received by the opportunity to register such aggregate number of shares of InvestCo Stock as Company no later than 20 days after the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving date of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCoCompany’s notice, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Company shall use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter(s) underwriter or underwriters (or, in the case of a proposed non-underwritten offering to permit offering, in the inclusion written opinion of the Shareholder’s InvestCo shares which were placement agent, or if there is none, the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5Company), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which theycan be marketed (a) at a price reasonably related to the then-current market value of such securities, InvestCo and any other person intend to include in such offering is such as to or (b) without otherwise materially and adversely affect affecting the success of such entire offering, then the amount of securities Registrable Stock to be offered for the account accounts of the Shareholder and persons other than InvestCo Holders shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, however, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company over the amount recommended by of securities such managing underwriter(s) in its written opinionother Persons intended to offer.

Piggy Back Registration. (ia) If, at any time prior to December 31, 2010, InvestCo If the Corporation proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or of any other party of InvestCo Stock its Registrable Securities (i) for its own account (other than a registration statement on Form S-4 effected solely to implement an employee benefit plan or S-8 a transaction to which Rule 145 or any successor form other similar rule of the Commission under the Securities Act is applicable) or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering (ii) for the account of securities solely to the existing stockholders or employees any holder of InvestCo)Registrable Securities, then InvestCo, on each such occasion, shall the Corporation will give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen all Stockholders holding Registrable Securities as soon as practicable (but in any event not less than 15 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also shall be required to notice will offer such Stockholders the opportunity, subject to the Shareholder the opportunity limitations provided in Section 2.2(b) to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock Registrable Securities owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause Stockholders as the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering Stockholders may request on the same terms and conditions as the registration of the Corporation’s or other Holder’s Registrable Securities (a “Piggy-Back Registration”). The Stockholders will be permitted to withdraw all or part of the Registrable Securities from a piggy-Back Registration at any similar securities of InvestCo included therein. Notwithstanding anything time prior to the contrary contained in this Section 1.5, if effective date of the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion Piggy-Back Registration. Subject to the Shareholder that foregoing, upon the total amount and kind written request of securities any stockholder made within 10 days after the receipt of notice from the Corporation (which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect request shall specify the success number of such offering, then the amount of securities Registrable Securities intended to be offered for disposed of by such Stockholder), the account Corporation will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned Corporation has been so requested to register by the Shareholder and other persons which carry registration rights) such Stockholders, to the extent necessary required to reduce permit the total amount disposition of securities the Registrable Securities to be so registered; provided that (A) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in such offering the Corporation’s registration must sell their Registrable Securities to the amount recommended Underwriters selected as provided in Section 3.9 on the same terms and conditions as apply to the Corporation and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such Registrable Securities, the Corporation shall give written notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Stockholders under Section 2.1). No registration effected under this Section 2.2 shall relieve the Corporation of its obligations to effect a Demand Registration to the extent required by such managing underwriter(s) in its written opinionSection 2.1.

Piggy Back Registration. (i) If, If at any time prior to December 31after the Company has completed a Public Equity Offering, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request in writing within 30 days after receipt of such written notice from the Shareholder may request, subject Company (which request shall specify the Registrable Securities intended to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving be disposed of the by such Selling Holder (a "Piggy-Back Notice, Registration"). The Company shall use its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion Holders of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities covered thereby. InvestCo The Company shall use reasonable its best efforts to cause the managing underwriter(s) Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the contrary contained Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities No registration effected under this Section 1.52.2, if and no failure to effect a registration under this Section 2.2, shall relieve the managing underwriter(s) Company of such underwritten offering or any proposed underwritten offering delivers its obligation to effect a written opinion registration upon the request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the Shareholder that the total amount and kind sale of securities which they, InvestCo and registered thereunder in connection therewith shall relieve the Company of any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionobligation under this Agreement.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo If the Company proposes to file a ----------------------- registration statement under the Securities Act Act, other than pursuant to Section 7.3 hereof, with respect to an offering by InvestCo or the Company for its own account of any other party class of InvestCo Stock security (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely other forms not available for registering capital stock for sale to the existing stockholders or employees of InvestCopublic), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to each of the Shareholder Holders of Registrable Securities at least fifteen 30 days before the anticipated filing date of such registration statementdate, and such Piggy-Back Notice also notice shall be required to describe in detail the proposed registration and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) and offer to the Shareholder such Holders the opportunity to register such aggregate the number of shares of InvestCo Stock Registrable Securities as the Shareholder each such Holder may request, subject to the terms hereof. The Shareholder Company shall have the right, exercisable for the five use its best efforts (within ten days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice"provided for in the preceding sentence) to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the inclusion Holders of Registrable Securities who have requested to participate in the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice registration for such offering to include such Registrable Securities in such underwritten offering on the same terms and conditions as any similar the securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering Company Underwriter delivers a written opinion to the Shareholder Holders of Registrable Securities that the total amount and or kind of securities which they, InvestCo the Company and any other person persons or entities intend to include in such offering (the "Total Securities") is such sufficiently large so as to materially and adversely affect have a material adverse effect on the success distribution of such offeringthe Total Securities, then the amount or kind of securities to be offered for the account of the Shareholder such Holders and such other persons or entities (other than InvestCo the Company) shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering Total Securities to the amount recommended by such managing underwriter(s) the Company Underwriter, provided that the Holders shall have first priority to participate in its written opinionthe registration over all other holders of registration rights. Unless waived by a Holder in writing, each Holder shall have the right to participate pro rata based upon the proportion of the Registrable Securities held by them bears to all Registrable Securities.

Piggy Back Registration. (i) If, If at any time prior to December 31on or after September 1, 20102017, InvestCo proposes the Company shall propose to file a any registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than covering a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an public offering of securities solely the Company’s Common Stock, it will notify the Subscriber hereof at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the existing stockholders or employees of InvestCoextent permitted by applicable regulation), then InvestCothe shares of Common Stock, on each such occasionincluding shares underlying the Warrants, shall give written purchased by the Subscriber to the extent requested by the Holder hereof within five (5) days after receipt of notice (each, a "Piggy-Back Notice") of such filing (which request shall specify the interest the shares of Common Stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed filing to the Shareholder at least fifteen days before the anticipated filing date of such registration statementsale or other disposition thereof); provided, and such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate however, that if a greater number of shares of InvestCo Common Stock as is offered for participation in the Shareholder may request, subject to proposed offering than in the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving reasonable opinion of the Piggy-Back Notice, to request, by written notice managing underwriter (each, a "Shareholder Notice"if any) to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by proposed offering can be accommodated without adversely affecting the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities shares of Common Stock proposed to be offered by the Subscriber for registration, as well as the account number of securities of any other selling shareholders participating in the registration, shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company shall bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Shareholder Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and persons other than InvestCo shall be eliminated expenses of any counsel or reduced pro rata (based on the amount of securities owned expert retained by the Shareholder Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other persons which carry registration rights) taxes relating to the extent necessary to reduce the total amount shares of securities to be Common Stock included in such offering the Registration Statement. The Subscriber agrees to cooperate with the amount recommended Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by such managing underwriter(s) in its written opinionthe Company to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.

Piggy Back Registration. (i) If, If at any time prior to December 31after the ----------------------- Company has completed a Public Equity Offering, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request in writing within 30 days after receipt of such written notice from the Shareholder may request, subject Company (which request shall specify the Registrable Securities intended to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving be disposed of the by such Selling Holder (a "Piggy-Back Notice, Registration"). The Company shall use ----------------------- its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion Holders of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities covered thereby. InvestCo The Company shall use reasonable its best efforts to cause the managing underwriter(s) Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the contrary contained Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall -------- ------- give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 1.52.2, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter(s) sale or disposition of such underwritten offering or any proposed underwritten offering delivers Holder's Registrable Securities pursuant to a written opinion Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Shareholder that Company of its obligation to effect a registration upon the total amount request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and kind no failure to effect a registration under this Section 2.2 and to complete the sale of securities which they, InvestCo and registered thereunder in connection therewith shall relieve the Company of any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionobligation under this Agreement.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo ONE proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo ONE or any other party of InvestCo Stock ONE Shares (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCoONE), then InvestCo, on each such occasionONE, shall give written notice (each, a "ONE Piggy-Back Notice") of such proposed filing to the BVI Shareholder at least fifteen days before the anticipated filing date of such registration statement, and such ONE Piggy-Back Notice also shall be required to offer to the Shareholder BVI Shareholders the one-time opportunity to register such aggregate number of shares of InvestCo Stock ONE Shares as the Shareholder BVI Shareholders may request, subject to the terms hereof. The Shareholder BVI Shareholders shall have the one time right, exercisable for the five days immediately following the giving of the ONE Piggy-Back Notice, to request, by written notice (each, a "Shareholder ONE Notice") to InvestCoONE, the inclusion of all or any portion of the shares of InvestCo Stock ONE Shares owned by the Shareholder BVI Shareholders in such registration statement. InvestCo ONE shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo BVI Shareholders’ ONE shares which were the subject of the Shareholder ONE Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo ONE included therein. Notwithstanding anything to the contrary contained in this Section 1.51.4, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder BVI Shareholders that the total amount and kind of securities which they, InvestCo ONE and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder BVI Shareholders and persons other than InvestCo ONE shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder BVI Shareholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (ia) If, at any time prior to December 31, 2010, InvestCo If the Company proposes to file a registration statement register any of its Securities under the Securities Act with respect in order to an offering by InvestCo effect a Public Offering, whether or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offernot for sale for its own account, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo)it will, then InvestCo, on each such occasiontime, shall give prompt written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen days before 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration statementto each Stockholder, which notice will set forth such Stockholder’s rights under this Section 3.2 and such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may requestwill, subject to the terms hereof. The Shareholder shall have provisions of Section 3.2(b), offer such Stockholders the right, exercisable for the five days immediately following the giving opportunity to include in such registration statement such number of the Registrable Securities as each such Stockholders may request (a “Piggy-Back NoticeRegistration”). Subject to the foregoing, upon the written request of any Stockholder made within ten days after the receipt of notice from the Company (which request will specify the number of Registrable Securities intended to request, be disposed of by written notice (each, a "Shareholder Notice") to InvestCosuch Stockholder and the intended method of disposition thereof), the inclusion Company will use its reasonable best efforts to effect the registration under the Securities Act of all or any portion of Registrable Securities which the shares of InvestCo Stock owned Company has been so requested to register by such Stockholders to the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering extent required to permit the inclusion disposition of the ShareholderRegistrable Securities so to be registered; provided, however, that (A) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s InvestCo shares which were registration must sell their Registrable Securities to the subject of the Shareholder Notice in such underwritten offering Underwriters on substantially the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything apply to the contrary contained in Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 1.5, if the managing underwriter(s3.2(a) of such underwritten offering or any proposed underwritten offering delivers a written opinion and prior to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account effective date of the Shareholder and persons other than InvestCo shall registration statement filed in connection with such registration, the Company determines for any reason not to register such Registrable Securities for sale by the Company, the Company will give written notice to all such Stockholders and, thereupon, will be eliminated relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Xxxxx Holder under Section 3.1). No registration effected under this Section 3.2 will relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Each Stockholder or reduced group of Stockholders will be responsible on a pro rata basis (based on the amount number of securities owned by shares of Registrable Securities of such Stockholder registered pursuant to a Piggy-Back Registration) for the Shareholder and other persons which carry registration rights) to payment of any discounts and/or commissions resulting from the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended engagement by such managing underwriter(s) Stockholder or Stockholders, as the case may be, of underwriters or placement agents in its written opinionconnection with resales of Registrable Securities subject to any registration pursuant to this Section 3.2.

Piggy Back Registration. (i) If, If at any time prior to December 31after the Company has completed a Public Equity Offering, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request in writing within 30 days after receipt of such written notice from the Shareholder may request, subject Company (which request shall specify the Registrable Securities intended to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving be disposed of the by such Selling Holder (a "Piggy-Back Notice, Registration"). The Company shall use its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion Holders of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities covered thereby. InvestCo The Company shall use reasonable its best efforts to cause the managing underwriter(s) Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the contrary contained in this Section 1.5, if the managing underwriter(s) Company of such underwritten offering or its request to withdraw. The Company may withdraw a Piggy-Back Registration at any proposed underwritten offering delivers a written opinion time prior to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.time it

Piggy Back Registration. (ia) If, at any time on or after the date hereof and on or prior to December 31October 22, 20102002, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Shareholder Holders owning Registerable Securities at least fifteen 20 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such holders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder Each such holder shall have the right, exercisable for the five 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such holders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Paragraph 3(a), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder holders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such holders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo If the Grantee proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Grantee for its own account or for the account of others of any other party class of InvestCo Stock (security other than a registration statement on Form Forms S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Grantee's existing stockholders or employees of InvestCostockholders), then InvestCo, on the Grantee shall in each such occasion, shall case give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder Stockholders at least fifteen 30 days before prior to the anticipated filing date of such registration statementdate, and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Stockholders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the request (a "Piggy-Back Notice, to request, by written notice (each, a Registration"Shareholder Notice") to InvestCo). In such case, the inclusion of all or any portion holders of the shares Registrable Securities will bear any incremental expense attributable to the registration of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities. InvestCo The Grantee shall use reasonable its best efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion holders of Registrable Securities requested in writing within fifteen (15) days after the Shareholder’s InvestCo shares which were notice given by the subject of Grantee to be included in the Shareholder Notice registration for such offering to include such securities in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Grantee included therein. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) underwriter or underwriters of such underwritten offering or any proposed underwritten offering delivers a written deliver an opinion to the Shareholder Stockholders that the total amount and kind of securities which they, InvestCo and they or the Grantee or any other person persons or entities intend to include in such offering is such as sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the account accounts of the Shareholder and persons other than InvestCo Stockholders of Registrable Securities shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionunderwriter or underwriters.

Piggy Back Registration. (i) IfIf the Company, at any time prior to December 31, 2010, InvestCo proposes to file on its behalf and/or on behalf of any holder of its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act with respect to an offering by InvestCo or on any other party of InvestCo Stock form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggy-Back Registration”), then InvestCo, on each such occasion, shall it will give written notice to all Holders at least twenty (each, 20) days before the initial filing with the SEC of such piggy-back registration statement (a "“Piggy-Back Notice") Registration Statement”), which notice shall set forth the intended method of such disposition of the securities proposed filing to be registered by the Shareholder at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also Company. The notice shall be required to offer to include in such filing the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as the Shareholder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable efforts to effect registration of such Registrable Securities under the terms hereofSecurities Act. The Shareholder shall have the right, exercisable for the five days immediately following the giving of If the Piggy-Back NoticeRegistration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, to request, by written notice (each, a "Shareholder Notice") to InvestCoin its opinion, the inclusion amount of all or any portion of Registrable Securities requested to be included in the shares of InvestCo Stock owned Piggy-Back Registration in addition to the securities being registered by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that Company would be greater than the total amount and kind number of securities which theycan be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), InvestCo and any other person intend to then: in the event Company initiated the Piggy-Back Registration, the Company shall include in such offering is such as Piggy-Back Registration first, the securities the Company proposes to materially register and adversely affect second, the success securities of such offeringall other selling security holders, then including the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities Participating Piggy-Back Holders, to be included in such offering Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount recommended to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such managing underwriter(sselling security holder); in the event any holder of Securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and third, any securities the Company proposes to register, in its written opinionan amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities; The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. (ia) If, at any time prior to December 31after the Initial Public Offering, 2010, InvestCo the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement (i) on Form S-8 or Form S-4 or S-8 or any successor form or a registration statement filed solely similar forms, (ii) relating to Common Stock issuable upon exercise of employee stock options or in connection with an exchange offerany employee benefit or similar plan of the Company, (iii) in connection with a business combination transaction direct or an offering indirect acquisition by the Company of securities solely to the existing stockholders or employees of InvestCoanother company), then InvestCowhether or not for sale for its own account, on it will each such occasion, shall time give prompt written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen 20 days before prior to the anticipated filing date of the registration statement relating to such registration statementto each of the Odyssey Holders, Xxxx Holders, PF Telecom Holders, the Odyssey Co-Investor Holders and the Lucent Holders (the "PIGGY-BACK STOCKHOLDERS"), which notice shall set forth such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may requestStockholder's rights under this Section 11 and shall, subject to the terms hereof. The Shareholder shall have the rightprovisions of Section 11(b), exercisable for the five days immediately following the giving of the offer such Piggy-Back Notice, Stockholders the opportunity to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder include in such registration statementstatement such number of Registrable Securities as each such Piggy-Back Stockholder may request. InvestCo Subject to the foregoing, upon the written request of any Piggy-Back Stockholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Piggy-Back Stockholder and the intended method of disposition thereof), the Company will use reasonable its best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by such Piggy-Back Stockholders, to the extent required to permit the inclusion disposition of the Shareholder’s InvestCo shares which were Registrable Securities so to be registered; PROVIDED that (A) if such registration involves an underwritten Public Offering, all such Piggy-Back Stockholders requesting to be included in the subject of Company's registration must sell their Registrable Securities to the Shareholder Notice Underwriters selected as provided in such underwritten offering Section 14(a)(viii) on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything apply to the contrary contained in Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 1.511(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or, if pursuant to Section 10, the managing underwriter(s) of Demand Sellers, shall determine for any reason not to register such underwritten offering or any proposed underwritten offering delivers a Registrable Securities, the Company shall give written opinion notice to the Shareholder that the total amount and kind of securities which theyall such Piggy-Back Stockholders and, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offeringthereupon, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on relieved of its obligation to register any Registrable Securities pursuant to this Section 11 in connection with such registration. No registration effected under this Section 11 shall relieve the amount Company of securities owned by the Shareholder and other persons which carry registration rights) its obligations to effect a Demand Registration to the extent necessary required by Section 10. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to reduce this Section 11. Each Piggy-Back Stockholder shall be responsible for the total amount payment of securities any discounts and/or commissions of underwriters or placement agents in connection with resales of its shares of Common Stock subject to be included in such offering any registration pursuant to the amount recommended by such managing underwriter(s) in its written opinionthis Section 11.

Piggy Back Registration. (ia) IfIf a Shelf Registration Statement has not been declared effective and the Company has not consummated a Registered Exchange Offer, at any time prior to December 31, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo Stock its securityholders of any class of its debt securities (other than a registration statement on Form S-4 or Form S-8 or any successor substitute form or a that may be adopted by the SEC, and other than any registration statement filed solely in connection with an exchange offer, a business combination transaction or respect to an offering the proceeds of securities solely which will be used to redeem or repay all of the existing stockholders or employees of InvestCoExchange Notes, Private Substitute Exchange Notes, Substitute Exchange Notes and Loans in full), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders and Lenders as soon as practicable (but in no event fewer than 15 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders and Lenders the opportunity to register such aggregate number principal amount of shares Exchange Notes as each such Holder or Lender may request in writing within 10 days after receipt of InvestCo Stock as such written notice from the Shareholder may request, subject to Company (which request shall specify the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving principal amount of the Exchange Notes intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Notice, Registration"). The Company shall use its commercially reasonable best efforts to request, by written notice keep such Piggy-Back Registration continuously effective under the Securities Act until the earlier of (each, a "Shareholder Notice"A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution of all of the Exchange Notes covered thereby. If such registration is pursuant to InvestCoan underwritten offering, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) underwriter or underwriters of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Exchange Notes requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included therein, and to permit the sale or other disposition of such Exchange Notes in accordance with the intended method of distribution thereof. Notwithstanding anything Any Holder shall have the right to withdraw its request for inclusion of its Exchange Notes in any such registration statement pursuant to this Section 4 by giving written notice to the contrary contained in Company of its request to withdraw prior to the time that such registration statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to two days before it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Holders. No registration statement effected under this Section 1.54, if and no failure to effect a registration statement under this Section 4, shall relieve the managing underwriter(sCompany of its obligation to effect a registration statement pursuant to Section 2 or 3 hereof with respect to any Exchange Notes (including any Exchange Notes as may then be issuable upon exchange for Loans) of such underwritten offering or any proposed underwritten offering delivers a written opinion Private Substitute Exchange Notes that are subject to restrictions on resale pursuant to the Shareholder that Securities Act, and no failure to effect a registration statement under this Section 4 and to complete the total amount and kind sale of securities which they, InvestCo and registered thereunder shall relieve the Company of any other person intend to include in such offering is such as to materially and adversely affect obligation under the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionIndenture.

Piggy Back Registration. (i) If, If at any time prior to December 31after October 1, 20102006, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo Stock its securityholders (a “Selling Securityholder”) of any class of equity security (other than (i) a registration statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company’s existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request (which request shall specify the Shareholder may request, subject Registrable Securities intended to be disposed of by such Holder and the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving intended method of the distribution thereof) (a “Piggy-Back NoticeRegistration”); provided, to requesthowever, by written notice (each, a "Shareholder Notice") to InvestCo, that Holders may exercise such right only in the inclusion of event that they shall have converted all or any portion of the shares of InvestCo their Series A Preferred Stock owned by the Shareholder in such registration statementinto Common Stock. InvestCo The Company shall use its reasonable best efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as those of the Selling Securityholder or the Company, as the case may be, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any similar securities of InvestCo included therein. Notwithstanding anything Registration Statement pursuant to this Section 2(b) by giving written notice to the contrary contained in this Section 1.5, if Company of its request to withdraw prior to the managing underwriter(s) effective date of such underwritten offering or registration statement. The Company may withdraw a Piggy-Back Registration at any proposed underwritten offering delivers a written opinion time prior to the Shareholder time it becomes effective, provided that the total amount Company shall give prompt notice thereof to participant Holders and kind shall reimburse Holders of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities Registrable Securities requested to be included in such offering Piggy-Back Registration of all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to the amount recommended by such managing underwriter(s) in its written opinionwithdrawal.

Piggy Back Registration. (i) If, at any time prior to December 31after the Closing Date, 2010, InvestCo Purchaser proposes to file a registration statement register any Purchaser Common Stock under the Securities Act with respect for sale to an offering by InvestCo the public, whether for its own account or any for the account of other party of InvestCo Stock security holders or both (other than except pursuant to a registration statement on Form S-4 or S-8 (or any successor substitute form adopted by the SEC) or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering any other form that does not permit the inclusion of securities solely to the existing stockholders or employees of InvestCoshares by its security holders), then InvestCo, on each such occasion, shall Purchaser will give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholders of its intention to do so and, upon the written request of any such Shareholder at least fifteen days before given within ten (10) Business Days after receipt of any such notice (which request shall specify the anticipated filing date number of Purchaser Shares intended to be sold or disposed of by such registration statement, and such Piggy-Back Notice also shall be required to offer Shareholder up to the Shareholder the opportunity to register such aggregate maximum number of shares set forth opposite the name of InvestCo Stock as such Shareholder on Schedule I hereto under the Shareholder may requestheading "Company Shares"), subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall Purchaser will use its commercially reasonable efforts to cause the managing underwriter(s) Purchaser Shares that such Shareholders shall have requested the registration of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice be included in such registration and the related registration statement proposed to be filed by Purchaser; provided, however, that nothing herein shall prevent Purchaser from, at any time, abandoning, delaying or suspending the effectiveness of any such registration. If any such registration shall be underwritten offering in whole or in part, Purchaser may require the Purchaser Shares requested for inclusion pursuant to this Section 2.06 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained such registration shall be underwritten in this Section 1.5, if whole or in part and the managing underwriter(s) underwriters in good faith advise Purchaser in writing that, in their opinion, the number of Purchaser Shares and all other shares requested by right to be included in such underwritten offering or any proposed underwritten offering delivers a written opinion to underwriting exceeds the Shareholder that the total amount and kind largest number of securities shares which they, InvestCo and any other person intend to include can be sold in such offering is such as to materially and adversely affect the success of without having an adverse effect on such offering, then the amount number of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities Purchaser Shares to be included in such offering an underwriting may be reduced (pro rata among the requesting holders (other than Purchaser and any other persons demanding registration pursuant to rights existing on the amount recommended date hereof who are entitled to be protected against any such reduction) based upon the number of shares so requested to be registered. All expenses of such offering, except the brokers' commissions or underwriting discounts payable by such managing underwriter(s) in its written opinionthe Shareholders, shall be borne by Purchaser.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo If the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company for its own account, or an offering for the account of any stockholder of the Company or any other party group of InvestCo Stock such stockholders (other than a registration statement on Form S-4 or S-8 or any successor form forms or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely any other forms not available for registering Registrable Securities for sale to the existing stockholders or employees of InvestCopublic), then InvestCo, on each such occasion, the Company shall 73 give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder each holder of Registrable Securities at least fifteen 30 days before the anticipated filing date of such registration statementdate, and such Piggy-Back Notice also notice shall describe in detail the proposed registration and distribution (including whether the offering will be required to underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer to the Shareholder such holders the opportunity to register such aggregate the number of shares of InvestCo Stock Registrable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder Company shall have the rightuse all reasonable efforts, exercisable for the five within 10 days immediately following the giving of the Piggy-Back Noticenotice provided for in the preceding sentence, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the inclusion holders of Registrable Securities who have requested to participate in the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice registration for such offering to include such Registrable Securities in such underwritten offering on the same terms and conditions as any similar the securities of InvestCo the Company included therein, including execution by such holders of an underwriting agreement in customary form. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) of such underwritten offering or Company Underwriter determines for any proposed underwritten offering delivers a written opinion reason that it would be advisable to reduce the Shareholder that the total amount and kind number of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offeringbe sold, then the amount of securities in excess of the amount to be registered for sale by the Company to be offered for the account of the Shareholder and persons other than InvestCo any holder of Common Stock requesting registration (whether or not a holder of Registrable Securities) shall be eliminated or reduced pro rata (based on the amount total number of securities owned included by the Shareholder and other persons which carry any such holder of Common Stock in such registration rights) statement, to the extent necessary to reduce the total amount of securities to be included in such the offering to the amount recommended by such managing underwriter(sthe Company Underwriter. The Company shall bear all Registration Expenses in connection with any registration pursuant to this Section 4; provided, that all selling expenses relating to Registrable Securities, including, without limitation, all underwriting discounts, selling commissions and stock transfer taxes applicable thereto and all fees and disbursements of counsel for any holder of Registrable Securities, other than FUCP, whose fees and disbursements of counsel shall be borne by the Company as provided in Section 8(c) hereof, shall be borne by each holder of Registrable Securities pro rata based on the total number of Registrable Securities included in its written opinionthe Registration Statement.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo ONEH proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo ONEH or any other party of InvestCo ONEH Common Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCoONEH), then InvestCoONEH, on each such occasion, shall give written notice (each, a "ONEH Piggy-Back Notice") of such proposed filing to the Shareholder UGTI at least fifteen days before the anticipated filing date of such registration statement, and such ONEH Piggy-Back Notice also shall be required to offer to UGTI the Shareholder the one-time opportunity to register such aggregate number of shares of InvestCo ONEH Common Stock as the Shareholder UGTI may request, subject to the terms hereof. The Shareholder UGTI shall have the one-time right, exercisable for the five days immediately following the giving of the ONEH Piggy-Back Notice, to request, by written notice (each, a "Shareholder UGTI Notice") to InvestCoONEH, the inclusion of all or any portion of the shares of InvestCo ONEH Common Stock owned by the Shareholder UGTI in such registration statement. InvestCo ONEH shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the ShareholderUGTI’s InvestCo ONEH shares which were the subject of the Shareholder UGTI Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo ONEH included therein. Notwithstanding anything to the contrary contained in this Section 1.51.4(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder UGTI that the total amount and kind of securities which they, InvestCo ONEH and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder UGTI and persons other than InvestCo ONEH shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder UGTI and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo If the Trust proposes to file during the Piggy-Back Period a registration statement under the Securities Act with respect to an offering of Shares by InvestCo or any other party of InvestCo Stock the Trust for its own account and for cash (other than a registration statement on Form S-4 or S-8 (or any successor form or a registration statement substituting therefor) filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to for the Trust's existing stockholders shareholders or employees of InvestCoemployees), then InvestCo, on the Trust shall in each such occasion, shall case give written notice (each, a the "Piggy-Back Piggyback Notice") of such proposed filing and the proposed method of distribution of securities covered by such proposed filing to the Shareholder Holders at least fifteen (15) days before the anticipated filing date. If any Holder delivers to the Trust within fifteen (15) days of the date of such registration statement, and such Piggy-Back the Piggyback Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by a written notice request (each, a "Shareholder NoticeWritten Request") to InvestCoregister Registrable Securities (other than Registrable Securities registered, or that were eligible for registration, in the EPD Registration Statement), together with a copy of all Redemption Notices delivered by such Holder to the Partnership in connection with such request, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall Trust will use commercially reasonable efforts to cause include in the managing underwriter(sregistration statement proposed to be filed by the Trust all Eligible Registrable Securities (other than Registrable Securities registered, or that were eligible for registration, in the EPD Registration Statement) with respect to which the Trust has received Written Requests for inclusion therein within fifteen (15) days of a proposed underwritten offering the date of the Piggyback Notice (other than any Lock-Up Securities, as defined in the Lock-Up Agreements) so as to permit the inclusion offering of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included thereinEligible Registrable Securities. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) underwriter or underwriters of such underwritten offering or any proposed underwritten offering delivers deliver a written opinion to the Shareholder Holders of Registrable Securities to be included therein ("Participating Piggyback Holders") to the effect that the total amount and kind of securities which theythat the Participating Piggyback Holders, InvestCo the Trust and any other person Persons intend to include in such offering is such as to would materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo Participating Piggyback Holders shall be eliminated or reduced (pro rata (based on among the amount of securities owned by the Shareholder and other persons which carry registration rightsParticipating Piggyback Holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) underwriter or underwriters; provided that if securities are being offered for the account of other Persons as well as the Trust, such reduction shall not represent a greater fraction of the number of securities requested to be registered by the Participating Piggyback Holders than the fraction of similar reductions imposed on such other Persons. Notwithstanding anything to the contrary herein, if the Trust determines, in its written opinionbusiness judgment, that there are business reasons to delay the effectiveness of, or to withdraw, a registration statement covering Registrable Securities prior to its becoming effective under the Securities Act pursuant to this Section 2, the Trust shall not be deemed to have breached any of its obligations hereunder.

Piggy Back Registration. (ia) If, at any time on or after the Closing Date and on or prior to December 31three years from the Closing Date, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement in connection with an underwritten public offering of the Company's common stock or a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "Piggy-Back Company PiggyBack Notice") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen 20 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Paragraph 2(a), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) If, at any time prior to during the five (5) year period commencing on December 3120, 20102018, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by InvestCo the Company for its own account or any other party for shareholders of InvestCo Stock (the Company for their account, other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement (i) filed solely in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, a business combination transaction offer or an offering of securities solely to the Company’s existing stockholders shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or employees of InvestCo)(iv) for a dividend reinvestment plan, then InvestCo, on each such occasion, the Company shall (x) give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen holder(s) of this Warrant and any Warrant Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date date, which notice shall describe the amount and type of securities to be included in such registration statementoffering, the intended method(s) of distribution, and such Piggy-Back Notice also shall be required to the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Shareholder holder(s) of this Warrant and any Warrant Shares in such notice the opportunity to register the Registrable Securities as such aggregate number holders may request in writing within five (5) days following receipt of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving of the such notice (a “Piggy-Back Notice, Registration”). The Company shall cause such Registrable Securities to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder be included in such registration statement. InvestCo statement and shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration on the same terms and conditions as any similar securities of InvestCo included thereinthe Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding anything All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the contrary contained underwriter or underwriters selected for such Piggy-Back Registration. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in this Section 1.5writing that the dollar amount or number of shares of Registrable Securities which the holder(s) thereof desire to sell, taken together with all other securities which the Company desires to sell and all other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which the managing underwriter(s) holders thereof desire to sell, exceeds the maximum dollar amount or maximum number of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder shares that the total amount and kind of securities which they, InvestCo and any other person intend to include can be sold in such offering is such as to materially and without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then the amount Company may remove from such registration statement any Registrable Securities that the managing underwriters shall reasonably request. Any holder of securities Registrable Securities may elect to be offered withdraw such xxxxxx’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the account Company of such request to withdraw prior to the effectiveness of the Shareholder registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration statement. The Company shall bear all fees and persons other than InvestCo shall be eliminated or reduced pro rata (based on expenses attendant to registering the amount Registrable Securities, including the expenses of securities owned any legal counsel selected by the Shareholder Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and other persons which carry registration rights) all underwriting commissions related to the extent necessary Registrable Securities. Notwithstanding anything contained in this Section 6 to reduce the total amount of securities contrary, the Company shall have no obligation pursuant to this Section 6 to cause the Registrable Securities to be included in a registration statement where the Holder would then be entitled to sell under Rule 144 within any three-month period (or such offering to other period prescribed under Rule 144 as may be provided by amendment thereof) all of the amount recommended Registrable Securities then held by such managing underwriter(s) in its written opinionHolder.

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo), then InvestCo, on each such occasion, shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder Warrant Holder at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to the Shareholder Warrant Holder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder Warrant Holder may request, subject to the terms hereof. The Shareholder Warrant Holder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Warrant Holder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder Warrant Holder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the ShareholderWarrant Holder’s InvestCo shares which were the subject of the Shareholder Warrant Holder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Warrant Holder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder Warrant Holder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder Warrant Holder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.. (ii)

Piggy Back Registration. (i) If, at any time prior to December 31, 2010, InvestCo If the Company proposes to file a registration statement under the Securities Act with respect to an underwritten offering by InvestCo the Company for its own account or for the account of a Stockholder of any other party class of InvestCo Stock security (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCoforms thereto), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to each of the Shareholder at least fifteen days before the anticipated filing date holders of such registration statementRegistrable Securities, and such Piggy-Back Notice also notice shall be required to describe in detail the proposed registration and distribution and shall offer to the Shareholder such holders the opportunity to register such aggregate the number of shares of InvestCo Stock Registrable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder Company shall, and shall have the right, exercisable for the five use commercially reasonable efforts (within ten (10) days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice"provided for in the preceding sentence) to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to (the "Company Underwriter") to, permit the inclusion holders of Registrable Securities who have requested in writing (within ten (10) days of the Shareholder’s InvestCo shares which were the subject giving of the Shareholder Notice notice of the proposed filing by the Company) to participate in the registration for such offering (the "Requesting Holders") to include such Registrable Securities in such underwritten offering on the same terms and conditions as any similar the securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in In connection with any offering under this Section 1.56.1 involving an underwriting, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend Company shall not be required to include any Registrable Securities in such offering is such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or part, of the Registrable Securities which the Requesting Holders have requested to be included would materially and adversely affect the success of such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be offered for in the account of the Shareholder and persons other than InvestCo underwriting shall be eliminated or reduced pro rata (allocated first, to the Company based on the amount number of securities owned shares it desires to sell in the underwritten offering for its own account; and thereafter pro rata among the stockholders of the Company based on the number of shares otherwise proposed to be included therein by the Shareholder and other persons which carry registration rights) to Stockholders. If the extent necessary to reduce the total amount number of securities Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Requesting Holders of Registrable Securities have requested to be included, then such offering Requesting Holders shall participate in the underwriting pro rata based upon their total ownership of the Registrable Securities and such other shares of Common Stock as are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities and such other shares of Common Stock. The Soros Parties agree that to the amount recommended by such managing underwriter(sextent this subparagraph (f) conflicxx xxth any prior registration rights provision to which the Soros Parties are entitled regarding the allocation of shares among xxxxxholders of the Company in its written opinionthe event of an underwriter's cutback, this subparagraph (f) shall govern.

Piggy Back Registration. (i) If, at At any time prior to December 31after the initial Public Offering of the Company, 2010, InvestCo if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock by InvestCo the Company for its own account, or an offering of Common Stock for the account of any stockholder of the Company or any other party group of InvestCo Stock such stockholders (other than a registration statement on Form S-4 or S-8 or any successor form forms or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely any other forms not available for registering capital stock for sale to the existing stockholders or employees of InvestCopublic), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder each holder of Registrable Securities at least fifteen 30 days before the anticipated filing date of such registration statementdate, and such Piggy-Back Notice also notice shall describe in detail the proposed registration and distribution (including whether the offering will be required to underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer to the Shareholder such holders the opportunity to register such aggregate the number of shares of InvestCo Stock Registrable Securities as the Shareholder each such holder may request, subject to the terms hereof. The Shareholder Company shall have the rightuse its best efforts, exercisable for the five within 10 days immediately following the giving of the Piggy-Back Noticenotice provided for in the preceding sentence, to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the inclusion holders of Registrable Securities who have requested to participate in the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice registration for such offering to include such Registrable Securities in such underwritten offering on the same terms and conditions as any similar the securities of InvestCo the Company included therein, including execution of an underwriting agreement in customary form. Notwithstanding anything to the contrary contained in this Section 1.5foregoing, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering Company Underwriter delivers a written opinion to the Shareholder holders of Registrable Securities that marketing considerations require a limitation on the total amount and kind number of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offeringbe sold, then the amount of securities in excess of the amount to be registered for sale by the Company to be offered for the account of the Shareholder and persons other than InvestCo holders of Registrable Securities requesting registration shall be eliminated or reduced pro rata (based on the amount of securities owned Registrable Securities held by the Shareholder and other persons which carry registration rights) each such holder, to the extent necessary to reduce the total amount of securities to be included in such the offering to the amount recommended by such managing underwriter(s) the Company Underwriter. The Company shall bear all Registration Expenses in its written opinionconnection with any registration pursuant to this Section 4.

Piggy Back Registration. (ia) If, If at any time prior to December 31following or in connection with a Successor Corporation Transaction, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo or for the account of any other party holder of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo)Successor Corporation Shares, then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen days Holders as soon as practicable (but in no event less than 15 Business Days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder Holders the opportunity to register such aggregate number of shares of InvestCo Stock Successor Warrant Shares as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving each of the Holders may request (which request shall specify the Successor Warrant Shares intended to be disposed of by such selling Holder and the intended method of distribution thereof) (a "Piggy-Back NoticeRegistration"), unless such Successor Warrant Shares are freely transferable under the Securities Act, in which case such Holders shall have no right to request, by written notice (eachand the Company shall have no obligation to undertake, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementPiggy-Back Registration. InvestCo The Company shall use its reasonable best efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed any underwritten offering described in the Registration Statement to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Successor Warrant Shares requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo any other securityholder included thereintherein and to permit the sale or other disposition of such Successor Warrant Shares in accordance with the intended method of distribution thereof, and it shall be a condition of inclusion of Successor Warrant Shares in any such Registration Statement that the selling Holder execute the underwriting agreement for such offering. Notwithstanding anything Any selling Holder shall have the right to withdraw its request for inclusion of its Successor Warrant Shares in any Registration Statement pursuant to this Section 2.1 by giving written notice to the contrary contained Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided, however, that the -------- ------- Company shall give prompt notice thereof to participating selling Holders. The Company will pay all Registration Expenses in connection with each registration of Successor Warrant Shares requested pursuant to this Section 1.52.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter(s) sale or disposition of such underwritten offering or any proposed underwritten offering delivers Holder's Successor Warrant Shares pursuant to a written opinion Registration Statement effected pursuant to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionthis Section 2.1.

Piggy Back Registration. (i) IfExcept with respect to the Company’s currently filed Form S-1 registration statement which is not effective as of the date hereof, if the Company shall determine to prepare and file with the Commission a registration statement, at any time prior within six (6) months following the Closing Date, relating to December 31, 2010, InvestCo proposes to file a registration statement an offering for its own account or the account of others under the Securities Act with respect to an offering by InvestCo or of any other party of InvestCo Stock its equity securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor form or a registration statement filed its then equivalents relating to equity securities to be issued solely in connection with an exchange offer, a any acquisition of any entity or business combination transaction or an offering of equity securities solely to the existing stockholders issuable in connection with stock option or employees of InvestCoother employee benefit plans), then InvestCo, on each such occasion, the Company shall give send to the Purchaser written notice (each, a "Piggy-Back Notice") of such proposed filing determination and, if within seven (7) Business Days after receipt of such notice, the Purchaser shall so request in writing (which request shall specify the Shares intended to be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Shares which the Company has been so requested to register by the Purchaser, to the Shareholder at least fifteen days before extent required to permit the anticipated filing date disposition of the Shares so to be registered. The Company shall include in such registration statement all or any part of such registration statementShares the Purchaser requests to be registered; provided, and such Piggy-Back Notice also however, that the Company shall not be required to offer register any Shares pursuant to the Shareholder the opportunity this Section that are eligible for sale pursuant to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving Rule 144 of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCo, Securities Act. In the inclusion case of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed an underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such underwritten Shares would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Shares of the Purchasers, then (x) the number of Underlying Shares of the Purchaser included in such registration statement shall be reduced as reasonably determined by such underwriter. The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all the Shares covered by such Registration Statement have been sold or (y) the date on which all the Shares may be sold without any proposed underwritten offering delivers restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Shareholder that the total amount and kind of securities which they, InvestCo and Company's transfer agent to such effect. In connection with any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account registration of the Shareholder Shares pursuant to this Section, the Company and persons other than InvestCo the Purchaser shall be eliminated or reduced pro rata (based on enter into a registration rights agreement containing customary and reasonable provisions regarding the amount registration of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionsecurities.

Piggy Back Registration. (i) If, If at any time prior to December 31after the Company has completed a Public Equity Offering, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request in writing within 30 days after receipt of such written notice from the Shareholder may request, subject Company (which request shall specify the Registrable Securities intended to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving be disposed of the by such Selling Holder (a "Piggy-Back Notice, Registration"). The Company shall use its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion Holders of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities covered thereby. InvestCo The Company shall use reasonable its best efforts to cause the managing underwriter(s) Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the contrary contained Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 1.52.2, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the managing underwriter(s) sale or disposition of such underwritten offering or any proposed underwritten offering delivers Holder's Registrable Securities pursuant to a written opinion Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Shareholder that Company of its obligation to effect a registration upon the total amount request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and kind no failure to effect a registration under this Section 2.2 and to complete the sale of securities which they, InvestCo and registered thereunder in connection therewith shall relieve the Company of any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionobligation under this Agreement.

Piggy Back Registration. Rights (ia) IfSubject to the Intercap Lock-up Agreements, at any time prior to December 31if, 2010, InvestCo the Company proposes to file qualify the issuance of any Shares under Applicable Securities Laws and Applicable U.S. Securities Laws, as applicable, or to make a registration statement under Distribution, including pursuant to a Registration Statement, the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to Company will promptly give the existing stockholders or employees of InvestCo), then InvestCo, on each such occasion, shall give Intercap Shareholders written notice (each, a "the “Piggy-Back Notice"”) of the proposed qualification or Distribution, provided that at such proposed filing time, the Intercap Shareholders seeking to the Shareholder at least fifteen days before the anticipated filing date of such registration statement, and such exercise their rights under this Section 4.2 (an “Intercap Piggy-Back Notice also shall be required to offer to Shareholder”), own, control or direct, directly or indirectly, in the aggregate, at least 10% of the then- outstanding Shares (on a non-diluted basis). (b) Upon the written request of an Intercap Piggy-Back Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may request(and for greater certainty, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving no other Person) delivered within two (2) Business Days after receipt of the Piggy-Back Notice, to request, Notice by written notice (each, a "Shareholder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo shall Company will, subject to Applicable Securities Laws and Applicable U.S. Securities Laws, as applicable, use reasonable commercial efforts to to, in conjunction with the proposed qualification or Distribution, cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering all of the Shares that the Intercap Piggy-Back Shareholder have requested, which may include, in the Intercap Piggy-Back Shareholder’s sole discretion but subject to Section 4.14, Shares held by any of the Released Shareholders that such Released Shareholders wish to Distribute (the “Piggy-Back Shares”) to be included in such offering (a “Piggy-Back Registration”) in accordance with the procedures set forth in Schedule A of this Agreement, unless the lead underwriter(s) for the Company reasonably determine(s) that including any such Piggy-Back Shares in the Distribution would materially adversely affect (including, without limitation, the price range acceptable to the amount recommended by such managing Company) the Company’s Distribution. If the lead underwriter(s) make such a determination, the Company shall include in its written opinion.such registration (i) first, the number of securities the Company proposes to sell and (ii) second, subject to the preceding sentence, the number of Piggy-Back Shares, if any, that may be accommodated in such registration. The Company’s expenses in respect of a Piggy-Back Registration will be borne by the Company, provided that any underwriting commission on the sale of Piggy-Back Shares, the costs of the Intercap Shareholders’ counsel will be borne by the Intercap Piggy-Back Shareholders. Notwithstanding the foregoing, the Company shall have no obligation under this Section 4.2 to include in any offering any Piggy-Back Shares if the proposed Distribution of such Piggy-Back Shares would reasonably be expected to result in the Company ceasing to be eligible to register Shares with the SEC on Form F-10 pursuant to the MJDS following the completion of the Distribution. The Company shall not be obligated to register any Piggy-Back Shares pursuant to a Registration Statement if the Company does not otherwise register primary Shares on a Registration Statement or conduct the

Piggy Back Registration. (i) If, at any time on or after the Effective Time and on or prior to December 31five years from the Effective Time, 2010, InvestCo Parent proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo Parent or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCoParent), then InvestCoParent, on each such occasion, shall give written notice (each, a "Parent Piggy-Back Notice") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Parent Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of the Parent Piggy-Back Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCoParent, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo Parent shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo Parent included therein. Notwithstanding anything to the contrary contained in this Section 1.56.1(c)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo Parent and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo Parent shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) IfSubject to the limitations contained in Section 5 herein, if at any time prior to December 31, 2010, InvestCo proposes to the Company determines that it shall file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on a Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees stockholders) on any form that would also permit the registration of InvestCo)the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, then InvestCo, on the Company shall each such occasion, shall time promptly give Couphar written notice (each, a "Piggy-Back Notice") of such proposed filing determination setting forth the date on which the Company proposes to the Shareholder at least fifteen days before the anticipated filing date of file such registration statement, and such Piggy-Back Notice also which date shall be required no earlier than forty (40) days from the date of such notice, and advising Couphar of its right to offer to have Registrable Stock included in such registration. Upon the Shareholder written request of Couphar received by the opportunity to register such aggregate number of shares of InvestCo Stock as Company no later than twenty (20) days after the Shareholder may request, subject to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving date of the Piggy-Back Notice, to request, by written notice (each, a "Shareholder Notice") to InvestCoCompany's notice, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statement. InvestCo Company shall use reasonable its best efforts to cause to be registered under the Securities Act all of the Registrable Stock that Couphar has so requested to be registered. If, in the written opinion of the managing underwriter(s) underwriter or underwriters (or, in the case of a proposed non-underwritten offering to permit offering, in the inclusion written opinion of the Shareholder’s InvestCo shares which were placement agent, or if there is none, the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5Company), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of such securities which theyto be so registered, InvestCo and any other person intend including such Registrable Stock, shall exceed the maximum amount of the Company's securities that can be marketed (a) at a price reasonably related to include in the then current market value of such offering is such as to securities, or (b) without otherwise materially and adversely affect affecting the success of such entire offering, then the amount of securities Registrable Stock to be offered for the account accounts of the Shareholder and persons other than InvestCo Couphar shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, however, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Couphar than the fraction of similar reductions imposed on such other Persons other than the Company over the amount recommended by such managing underwriter(s) in its written opinionof securities they intended to offer.

Piggy Back Registration. (ia) If, at any time prior to December 31after the Initial Public Offering, 2010, InvestCo the Company proposes to file a registration statement register any of its Common Stock under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement (i) on Form S-8 or Form S-4 or S-8 or any successor form or a registration statement filed solely similar forms, (ii) relating to Common Stock issuable upon exercise of employee stock options or in connection with an exchange offerany employee benefit or similar plan of the Company, (iii) in connection with a business combination transaction direct or an offering indirect acquisition by the Company of securities solely to the existing stockholders or employees of InvestCoanother company), then InvestCowhether or not for sale for its own account, on it will each such occasion, shall time give prompt written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen 20 days before prior to the anticipated filing date of the registration statement relating to such registration statementto each of the Odyssey Holders, Koch Holders, PF Telecom Holders, the Odyssey Co-Investor Holders, txx Xisco Co-Investor Holders, the First Union Holders and the Cisco Holders (the "PIGGY-BACK STOCKHOLDERS"), which notice shall set forth such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may requestStockholder's rights under this Section 11 and shall, subject to the terms hereof. The Shareholder shall have the rightprovisions of Section 11(b), exercisable for the five days immediately following the giving of the offer such Piggy-Back Notice, Stockholders the opportunity to request, by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by the Shareholder include in such registration statementstatement such number of Registrable Securities as each such Piggy-Back Stockholder may request. InvestCo Subject to the foregoing, upon the written request of any Piggy-Back Stockholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Piggy-Back Stockholder and the intended method of disposition thereof), the Company will use reasonable its best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by such Piggy-Back Stockholders, to the extent required to permit the inclusion disposition of the Shareholder’s InvestCo shares which were Registrable Securities so to be registered; PROVIDED that (A) if such registration involves an underwritten Public Offering, all such Piggy-Back Stockholders requesting to be included in the subject of Company's registration must sell their Registrable Securities to the Shareholder Notice Underwriters as provided in such underwritten offering Section 14(a)(viii) on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything apply to the contrary contained in Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 1.511(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or, if pursuant to Section 10, the managing underwriter(s) of Demand Sellers, shall determine for any reason not to register such underwritten offering or any proposed underwritten offering delivers a Registrable Securities, the Company shall give written opinion notice to the Shareholder that the total amount and kind of securities which theyall such Piggy-Back Stockholders and, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offeringthereupon, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on relieved of its obligation to register any Registrable Securities pursuant to this Section 11 in connection with such registration. No registration effected under this Section 11 shall relieve the amount Company of securities owned by the Shareholder and other persons which carry registration rights) its obligations to effect a Demand Registration to the extent necessary required by Section 10. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to reduce this Section 11. Each Piggy-Back Stockholder shall be responsible for the total amount payment of securities any discounts and/or commissions of underwriters or placement agents in connection with resales of its shares of Common Stock subject to be included in such offering any registration pursuant to the amount recommended by such managing underwriter(s) in its written opinionthis Section 11.

Piggy Back Registration. (i) If, If at any time prior to December 31on or after June 1, 20102018, InvestCo the Company proposes to file a any registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than covering a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an public offering of securities solely the Company’s common stock, it will notify the Subscriber at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the existing stockholders or employees of InvestCoextent permitted by applicable regulation), then InvestCo, on each such occasion, shall give written the Common Stock held by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt of notice (each, a "Piggy-Back Notice") of such filing (which request shall specify the shares of Common Stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed filing to the Shareholder at least fifteen days before the anticipated filing date of such registration statementsale or other disposition thereof); provided, and such Piggy-Back Notice also shall be required to offer to the Shareholder the opportunity to register such aggregate however, that if a greater number of shares of InvestCo the Company’s Common Stock as is offered for participation in the Shareholder may request, subject to proposed offering than in the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving reasonable opinion of the Piggy-Back Notice, to request, by written notice managing underwriter (each, a "Shareholder Notice"if any) to InvestCo, the inclusion of all or any portion of the shares of InvestCo Stock owned by proposed offering can be accommodated without adversely affecting the Shareholder in such registration statement. InvestCo shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities Shares proposed to be offered by the Subscriber for registration, as well as the account number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Shareholder Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and persons other than InvestCo shall be eliminated expenses of any counsel or reduced pro rata (based on the amount of securities owned expert retained by the Shareholder Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other persons which carry registration rights) taxes relating to the extent necessary to reduce the total amount shares of securities to be Common Stock included in such offering the Registration Statement. The Subscriber agrees to cooperate with the amount recommended Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by such managing underwriter(s) in its written opinionthe Company to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.

Piggy Back Registration. (ia) If, at any time on or after the Closing Date and on or prior to December 31three years from the Closing Date, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement in connection with an underwritten public offering of the Company's common stock or a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen 20 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Paragraph 2(a), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.

Piggy Back Registration. (i) If, If at any time prior to December 31after the Company has completed a Public Equity Offering, 2010, InvestCo the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by InvestCo the Company for its own account or for the account of any other party of InvestCo its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed solely in connection with an exchange offer, a business combination transaction offer or an offering of securities solely to the Company's existing stockholders or employees of InvestCosecurityholders), then InvestCo, on each such occasion, the Company shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Shareholder at least fifteen Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date of such registration statementdate), and such Piggy-Back Notice also notice shall be required to offer to the Shareholder such Holders the opportunity to register such aggregate number of shares of InvestCo Stock Registrable Securities as each such Holder may request in writing within 30 days after receipt of such written notice from the Shareholder may request, subject Company (which request shall specify the Registrable Securities intended to the terms hereof. The Shareholder shall have the right, exercisable for the five days immediately following the giving be disposed of the by such Selling Holder (a "Piggy-Back Notice, Registration"). The Company shall use its best efforts to request, keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by written notice (each, a "Shareholder Notice") to InvestCo, the inclusion Holders of all or any portion of the shares of InvestCo Stock owned by the Shareholder in such registration statementRegistrable Securities covered thereby. InvestCo The Company shall use reasonable its best efforts to cause the managing underwriter(s) Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice Registrable Securities requested to be included in such underwritten offering a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of InvestCo the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding anything Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the contrary contained Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 1.52.2, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion any, relating to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated sale or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion.disposition

Piggy Back Registration. (ia) If, If at any time prior to December 31, 2010, InvestCo proposes the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act in connection with respect to an a public underwritten offering by InvestCo or of any other party securities of InvestCo Stock (the Company on a form and in a manner that would permit the Registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCo)Form S-4, then InvestCo, on each such occasion, the Company shall give written notice (each, a an "Piggy-Back Intended Offering Notice") of such proposed filing intention to the Shareholder each Holder then holding Certificates or Certificate Shares at least fifteen days before 20 consecutive Business Days immediately prior to the anticipated filing date of such registration statement, and Registration Statement. Such Intended Offering Notice shall offer to include in such Piggy-Back Notice also shall be required to Registration Statement for offer to the Shareholder public (or, in the opportunity event such Registration Statement is filed in connection with the sale of securities on a delayed or continuous basis pursuant to register Rule 415 under the Securities Act, to include in a public underwritten offering under such aggregate Registration Statement) such number of shares of InvestCo Stock Certificate Shares as the Shareholder each Holder may request, subject to the terms hereof. The Shareholder conditions set forth herein, and shall have specify, to the rightextent then known, exercisable for the five days immediately following number and class of securities proposed to be registered, the giving proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, the proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such Registration Statement. Each Holder shall advise the Company in writing (such written notice being a "Piggy-Back Notice, to request, by written notice (each, a "Shareholder back Notice") not later than 10 Business Days immediately after the Company's delivery to InvestCo, the inclusion of all or any portion such Holder of the shares of InvestCo Stock owned by the Shareholder Intended Offering Notice, if such Holder desires to participate in such registration statementoffering. InvestCo The Piggy-back Notice shall use reasonable efforts set forth the number of Certificate Shares such Holder desires to cause have included in the managing underwriter(s) of a proposed underwritten offering Registration Statement and offered to permit the inclusion public. Upon the request of the Shareholder’s InvestCo shares which were the subject of the Shareholder Notice in such underwritten offering on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the contrary contained in this Section 1.5Company, if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Shareholder that the total amount and kind of securities which they, InvestCo and any other person intend each Holder electing to include Certificate Shares in the Registration Statement (a "Participating Holder") shall enter into such offering is such underwriting, custody and other agreements as to materially and adversely affect are customary in connection with registered secondary offerings or necessary or appropriate in connection with the success of such offering, then the amount of securities . No Participating Stockholder shall be entitled to be offered named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for the account sales of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in Certificate Shares unless such offering to the amount recommended by such managing underwriter(s) in its written opinionParticipating Stockholder has made an Election.

Piggy Back Registration. (i) If, at any time on or after the Subscription Acceptance Date and on or prior to December 31three years from the Subscription Acceptance Date, 2010, InvestCo the Company proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo the Company or any other party of InvestCo Stock any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of InvestCothe Company), then InvestCothe Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Shareholder Rightsholders owning Registerable Securities at least fifteen 30 days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to the Shareholder such Rightsholders the opportunity to register such aggregate number of shares of InvestCo Stock Registerable Securities as the Shareholder each such Rightsholder may request, subject to the terms hereof. The Shareholder Each such Rightsholder shall have the right, exercisable for the five twenty days immediately following the giving of the Piggy-Back Company PiggyBack Notice, to request, by written notice (each, a "Shareholder Holder Notice") to InvestCothe Company, the inclusion of all or any portion of the shares Registerable Securities of InvestCo Stock owned by the Shareholder such Rightsholders in such registration statement. InvestCo The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shareholder’s InvestCo shares Registerable Securities which were the subject of the Shareholder Notice all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of InvestCo the Company included therein. Notwithstanding anything to the contrary contained in this Section 1.5Paragraph 4(c)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten (or, in the case of an offering not being underwritten, the Company) delivers a written opinion (or, in the case of the Company, a resolution of its Board of Directors certified by the President or Secretary of the Company) to the Shareholder Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, InvestCo the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account accounts of the Shareholder such Rightsholders and persons other than InvestCo the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by the Shareholder such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinionopinion (or the Board of Directors in its resolution).