Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled.

Piggyback Registration. If (a) At any time after the one (1) year anniversary of the Closing Date (as defined in the Merger Agreement), if (and on each occasion that) the Company proposes or is required to file a registration statement register any of its securities under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (ipursuant to Section 4.1 or Section 4.2) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders any of its security holders and such registration permits the Company, on a form and in a manner that would permit registration inclusion of the Registrable Securities, other than any Special Securities (each such registration not withdrawn or abandoned prior to the effective date thereof being herein referred to as a “Piggyback Registration”), the Company shall give written notice as promptly as practicableto all Holders of such proposal promptly, but not in no event later than ten (10) days Business Days prior to the anticipated date filing date. (b) Subject to the provisions contained in paragraphs (a) and (c) of filing of such Registration Statement, or this Section 4.3 and in the case last sentence of this paragraph (b), the Company will be obligated and required to include in each Piggyback Registration such Registrable Securities as requested in a shelf take-down, written notice from any Holder delivered to the Company no later than five (5) days Business Days following delivery of the notice from the Company specified in Section 4.3(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of their shares from any Piggyback Registration at any time on or before the fifth business day prior to the anticipated shelf take-down, to the Stockholders planned effective date of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” except as otherwise provided in any written agreement with respect the Company’s underwriter(s) establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e)prior to the effectiveness of such registration, whether or not any Stockholder has the Holders have elected to include Registrable Securities in such registration. No . (c) If a Piggyback Registration shall count as is an Underwritten Shelf Take-Down Offering on behalf of a holder of Company securities other than Holders, and the managing underwriter(s) advise the Company that in its or their reasonable opinion the number of securities proposed to which be included in such registration exceeds the Stockholders Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities requested to be included therein by the holder(s) originally requesting such registration, (ii) second, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.3(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iii) third, any other securities that have been requested to be so included by any other person. (d) In any Piggyback Registration that is an Underwritten Offering, the Company shall have the right to select the managing underwriter(s) for such registration. (e) The Company shall not grant to any Person the right to request the Company to register any shares of Company securities in a Piggyback Registration unless such rights are entitledconsistent with the provisions of this Section 4.3.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account then the Company shall give prompt written notice of such filing, which notice shall be given, to the extent reasonably practicable, no later than seven Business Days prior to the filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer such Holders the opportunity to include (or for cause to be included) in such registration statement the account number of one or more securityholders shares of the CompanyRegistrable Securities as each such Holder may request (each, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration“Piggyback Registration Statement”). Subject to Section 1.8(b), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2Request”) within five Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or after the date of the launch Piggyback Notice but in any event not later than two Business Day prior to the filing date of a Piggyback Registration Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the shelf take-downdistribution by the Holders of the Registrable Securities included in such registration statement. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any a Piggyback Registration Statement at any time prior to effectiveness of such Piggyback Registration Statement without incurring any liability to the Holders. (b) Subject to any applicable restrictions on transfer in the Stockholders Agreement, if any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 2(e)1.8 are to be sold in an underwritten offering, whether the Company shall use reasonable best efforts to cause the managing underwriter or not any Stockholder has elected underwriters of a proposed underwritten offering to permit Holders who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such registration. No Piggyback Registration shall count offering in light of market conditions or is such so as an Underwritten Shelf Taketo adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among such selling holders on the basis of their respective then-Down owned registrable securities; and (iii) third, any other securities of the Company that have been requested to be included in such offering, allocated pro rata among such holders on the basis of the percentage of securities then held by such holders; provided that Holders may, prior to the earlier of (a) the effectiveness of the registration statement and (b) the time at which the Stockholders are entitledoffering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 1.8.

Piggyback Registration. If (a) Whenever the Company proposes to offer or is required sell any shares of its Equity Securities pursuant to file a registration statement registered offering under the Securities Act with respect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering of Common Stock or similar equity securities sale to employees or directors of the CompanyCompany pursuant to any employee share plan or other employee benefit arrangement), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an atpursuant to a Registration Statement on Form ▇-the▇, ▇-market offering▇ (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more securityholders shareholders of the Company, on Company and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) business days prior to either the anticipated date of filing of such Registration StatementStatement or, or in with respect to a Piggyback Shelf Takedown, the case filing of a shelf take-down, no later than five (5) days prior prospectus supplement to the anticipated shelf take-down, applicable Piggyback Shelf Registration Statement) to the Stockholders holders of Registrable Securities of its intention to effect such a registration or shelf take-down and, in the case of each Stockholdersubject to Section 3(b) and Section 3(c), shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein from the holders of Registrable Securities within three five (35) business days after the Company’s notice is has been given to each such Stockholder holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form ▇-▇, ▇-▇ or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Registration” Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any such requesting Stockholder that has not withdrawn its Registrable Securities from offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Company and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has holders of Registrable Securities have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall count include in such registration or takedown (i) first, the shares of Equity Securities that the Company proposes to sell; (ii) second, the shares of Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an Underwritten underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Equity Securities which can be sold in such offering and/or that the number of shares of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Take-Down Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall, subject to the prior written consent of the holders of a majority of the Registrable Securities included in such Piggyback Registration or Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the Stockholders are entitledinvestment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

Piggyback Registration. If If, after the date hereof, the Company proposes or is required to file a registration statement under the Securities Act with respect to an providing for a public offering of Common Stock or similar equity securities of the Company’s securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders will notify each Holder of the Company, on a form proposed filing and afford each Holder an opportunity to include in a manner that would permit registration such Piggyback Registration Statement all or any part of the Registrable SecuritiesShares then held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement all or part of the Registrable Shares held by such Holder shall, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than within ten (10) days prior after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Shares held by it and the intended method of disposition of such Stockholder’s securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Registrable Securities (subject Shares. Any election by any Holder to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and include any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from Shares in such Piggyback Registration by giving written notice Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable Shares sold pursuant to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledStatement.

Piggyback Registration. If (a) Subject to the Shareholder’s material compliance with its obligations under Section 6.05(a) of the Merger Agreement, if, after the Closing Date, the Company proposes or is required to file a registration statement Registration Statement under the Securities 1933 Act or any other securities Laws with respect to an offering of any Common Stock Shares, whether or similar equity securities of the Company, or the Company proposes a shelf take-down not for sale for its own account (other than a Registration Statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any similar form under non-U.S. Laws or (ii) an at-the-market offeringfiled solely in connection with any employee benefit or dividend reinvestment plan), whether for its own account or for then the account Company will give prompt written notice of one or more securityholders such proposed filing at least 10 Business Days before the anticipated filing date (the “Piggyback Notice”) to the Shareholder Parties. Such Piggyback Notice must specify the number of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special RegistrationCommon Shares proposed to be registered, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated proposed date of filing of such Registration StatementStatement with the SEC, or in the case proposed means of distribution, the proposed managing underwriter(s) (if any) and a shelf take-down, no later than five (5) days prior good faith estimate by the Company of the proposed minimum offering price of such Common Shares. The Piggyback Notice will offer the Shareholder Parties the opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all Registration Statement the number of such Stockholder’s Registrable Securities as it may request (a “Piggyback Registration”), subject to Section 2(h4.2(b)) . The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from such Stockholder for inclusion therein within three from any Shareholder Party (3) days after without need for Shareholder Action), subject to Section 4.2(b). The Shareholder Parties will be permitted to withdraw all or part of the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) three Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the Company and the holders of such Registrable Securities that, in their judgment, because of the size of the offering which the Shareholder Parties, the Company and/or such other Persons (as applicable) intend to make, the success of the offering would be materially and adversely affected by inclusion of the number of Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters reasonably deem relevant, the timing and manner to effect the offering), then the number of Registrable Securities to be offered for the account of the Shareholder Parties shall be reduced to the extent necessary (i) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters or (ii) to the extent necessary to comply with the requirements of the Faiveley Registration Rights; provided that Piggyback Stockholders if Common Shares and/or Class A Preferred Shares are given being offered for the option account of Persons other than the Company, then the Common Shares and/or Class A Preferred Shares intended to withdraw their Registrable Securities from be offered for the account of such postponed Piggyback Registration)other Persons shall, terminate or withdraw any Piggyback except to the extent not permitted by the Faiveley Registration under this Section 2(e)Rights, whether or not any Stockholder has elected be reduced pro rata to the extent necessary to permit the Shareholder Parties to include all of its Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledoffering.

Piggyback Registration. If (a) At any time after the one (1) year anniversary of the Closing Date (as defined in the Purchase Agreement), if (and on each occasion that) the Company proposes or is required to file a registration statement register any of its securities under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (ipursuant to Section 3.1 or Section 3.2) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders any of its security holders and such registration permits the Company, on a form and in a manner that would permit registration inclusion of the Registrable Securities, other than any Special Securities (each such registration not withdrawn or abandoned prior to the effective date thereof being herein referred to as a “Piggyback Registration”), the Company shall give written notice as promptly as practicableto all Holders of such proposal promptly, but not in no event later than ten (10) days Business Days prior to the anticipated date filing date. (b) Subject to the provisions contained in paragraphs (a) and (c) of filing of such Registration Statement, or this Section 3.3 and in the case last sentence of this paragraph (b), the Company will be obligated and required to include in each Piggyback Registration such Registrable Securities as requested in a shelf take-down, written notice from any Holder delivered to the Company no later than five (5) days Business Days following delivery of the notice from the Company specified in Section 3.3(a). The Holders of Registrable Securities shall be permitted to withdraw all or any part of their shares from any Piggyback Registration at any time on or before the fifth (5th) Business Day prior to the anticipated shelf take-down, to the Stockholders planned effective date of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” except as otherwise provided in any written agreement with respect the Company’s underwriter(s) establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e)prior to the effectiveness of such registration, whether or not any Stockholder has the Holders have elected to include Registrable Securities in such registration. No . (c) If a Piggyback Registration shall count as is an Underwritten Shelf Take-Down Offering on behalf of a holder of Company securities other than Holders, and the managing underwriter(s) advise the Company that in its or their reasonable opinion the number of securities proposed to which be included in such registration exceeds the Stockholders Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities requested to be included therein by the Holder(s) originally requesting such registration, (ii) second, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 3.3(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iii) third, any other securities that have been requested to be so included by any other person. (d) In any Piggyback Registration that is an Underwritten Offering, the Company shall have the right to select the managing underwriter(s) for such registration. (e) The Company shall not grant to any Person the right to request the Company to register any shares of Company securities in a Piggyback Registration unless such rights are entitledconsistent with the provisions of this Section 3.3.

Piggyback Registration. If If, at any time following the expiration of the ninety (90) day period beginning on the date hereof, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, whether or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the TPG Stockholders of its intention to effect such registration or shelf take-down and, in the case of each TPG Stockholder, shall include in such registration or shelf take-down all of such TPG Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such TPG Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting TPG Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, Registration a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a TPG Stockholder makes such written request, such TPG Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any TPG Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten a Demand Registration or Shelf Take-Down to which the TPG Stockholders are entitled.

Piggyback Registration. If (i) Subject to the terms and conditions of this Agreement, if at any time the Company proposes or is required to file files a registration statement under the Securities Act with respect to an offering of Common Stock or similar any other equity securities of the CompanyCompany (such Common Stock and other equity securities collectively, “Other Securities”), whether or the Company proposes a shelf take-down not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-4, Form S-8 or any successor forms thereto or (ii) an at-the-market offeringfiled solely in connection with any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall promptly give written notice as promptly as of such filing to the Holders of Registrable Securities that are not then registered for resale under an effective registration statement, which notice shall be given, to the extent reasonably practicable, but not no later than ten (10) days prior Business Days before the filing or launch date (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Holders. The Piggyback Notice shall offer each Holder the opportunity to include (or cause to be included) in such registration statement, subject to the anticipated date terms and conditions of filing this Agreement, the number of Registrable Securities as such Holder may request (for clarity, other than with respect to any Registrable Securities of such Investor for which a Resale Registration Statement, or in Statement has previously been filed by the case of Company pursuant to this Agreement and such Registrable Securities have been sold) (a shelf take-down, no later than five (5) days prior “Piggyback Registration”). Subject to the anticipated shelf take-downterms and conditions of this Agreement, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, Company shall include in each such registration or shelf take-down Piggyback Registration all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received from an Initiating Holder of Registrable Securities a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” Request”) within five (5) Business Days following receipt of any Piggyback Notice by such Initiating Holder (but in any event not later than one (1) Business Day prior to the filing date of a Piggyback Registration Statement), which Piggyback Request shall specify the maximum number of Registrable Securities intended to be disposed of by such Initiating Holder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 2.1(j) applies unless the Initiating Holders shall have received the Piggyback Notice in respect to such requesting Stockholder that has public offering not withdrawn its less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Initiating Holders shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two one (21) Business Days Day prior to the effective date of the Registration Statement registration statement relating to such Piggyback Registration or Registration. (ii) If any Other Securities to be registered pursuant to the date of registration giving rise to the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration rights under this Section 2(e2.1(j) are to be sold in an underwritten offering, (i) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (ii) to the extent such Other Securities are of the same class as the Registrable Securities, the Initiating Holders shall be permitted to include in such offering any number of the Registrable Securities included in each such Initiating Holder’s Piggyback Request on the same terms and conditions as such Other Securities proposed by the Company or any third party to be included in such offering; provided, however, that if the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), whether exceeds the total number or not any Stockholder has elected to include dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such registration. No firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (A) in the event that the Piggyback Registration shall count is initiated as a primary underwritten offering on behalf of the Company, (1) first, the Other Securities that the Company proposes to sell in such offering and (2) second, and only if all the securities referred to in clause (1) have been included, any Other Securities proposed to be included in such offering by any other holders of such Other Securities to whom the Company has a contractual obligation to facilitate such offering and any Registrable Securities requested to be included therein by any Initiating Holder, and (B) if the Piggyback Registration is initiated as an Underwritten Shelf Take-Down underwritten offering on behalf of a holder of Other Securities to which whom the Stockholders are entitledCompany has a contractual obligation to facilitate such offering (other than an Initiating Holder), (1) first, the Other Securities that such holder demanding the offering pursuant to such contractual right proposes to sell in such offering, (2) second, and only if all the securities referred to in clause (1) have been included, any Other Securities proposed to be sold for the account of the Company in such offering, and (3) third, and only if all the securities referred to in clauses (1) and (2) have been included, any Registrable Securities requested to be included in such offering by any Initiating Holders and any Other Securities proposed to be included in such offering by any other holders of Other Securities to whom the Company has a contractual obligation to facilitate such offering, in each case of clauses (A)(2) and (B)(3), allocated pro rata on the basis of the number of Other Securities and Registrable Securities proposed to be included in such offering, up to the number or dollar amount of such securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect such offering (including the price, timing or distribution of the securities to be offered in such offering). (iii) Notwithstanding the foregoing, the Piggyback Registration rights described in Section 2.1(j) shall not apply to any Block Trades undertaken by the Company on behalf of itself.

Piggyback Registration. (a) If the Company Parent proposes or is required to file a registration statement Register any of its securities under the U.S. Securities Act with respect to an offering of Common Stock by Registration on any form other than Form S-4 or Form S-8 (or any successor or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringform(s)), whether pursuant to Registration rights granted to other holders of its securities or for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall then it will give prompt written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Investor of its intention to effect do so and of such registration or shelf take-down andInvestors’ rights under this Section 4.3, which notice, in any event, will be given at least 30 days prior to such proposed Registration. Upon the case written request of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s an Investor that holds Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and Requesting Investor”) made within 15 days after such Investor’s receipt of any such requesting Stockholder that has not withdrawn its notice from Parent, which request will specify the Registrable Securities from intended to be disposed of by such Piggyback RegistrationRequesting Investor, a “Piggyback Stockholder” with respect Parent will, subject to such Piggyback RegistrationSection 4.6(b). In , effect the event that a Stockholder makes such written request, such Stockholder may withdraw its Registration under the U.S. Securities Act of all Registrable Securities from such that Parent has been so requested to Register by the Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two Requesting Investors; provided that: (2i) Business Days prior to the effective date of the registration statement filed in connection with such Registration Statement relating and promptly following receipt of notification by Parent from the managing underwriter (if an underwritten offering) of the price at which such securities are to be sold, Parent will advise each Piggyback Requesting Investor of such price, and such Piggyback Registration or Requesting Investor will then have the date right, exercisable in its sole discretion by delivery of the launch written notice to Parent within five Business Days of the shelf take-down. The Company may postpone (provided that such Piggyback Stockholders are given the option Requesting Investor being advised of such price, irrevocably to withdraw their its request to have its Registrable Securities from included in such postponed Piggyback Registration)registration statement, terminate without prejudice to the rights of any holder or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected holders of Registrable Securities to include Registrable Securities in any future Registration (or Registrations) pursuant to this Section 4.3 or to cause such registration. Registration to be effected as a Registration under Section 4.1(a), as the case may be; (ii) if at any time after giving written notice of its intention to Register any securities and prior to the effective date of the registration statement filed in connection with such Registration, Parent determines for any reason not to Register or to delay Registration of such securities, then Parent may, at its election, give written notice of such determination to each Piggyback Requesting Investor and (A) in the case of a determination not to Register, will be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from any obligation of Parent to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Investor to include Registrable Securities in any future Registration (or Registrations) pursuant to this Section 4.3 or to cause such Registration to be effected as a Registration under Section 4.1(a), as the case may be, and (B) in the case of a determination to delay Registering, will be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other securities; and (iii) if such Registration was initiated by Parent for its own account and involves an underwritten offering, then each Piggyback Requesting Investor will sell its Registrable Securities on the same terms and conditions as those that apply to Parent, and the managing underwriter of each such underwritten public offering will be a nationally-recognized investment bank selected by Parent. (b) No Piggyback registration effected under this Section 4.3 will relieve Parent of its obligation to effect any demand Registration shall count as an Underwritten Shelf Take-Down under Section 4.1(a), and no registration effected pursuant to which the Stockholders are entitledthis Section 4.3 will be deemed to have been effected pursuant to Section 4.1(a).

Piggyback Registration. If (a) Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable SecuritiesSecurities for sale for cash to the public under the Securities Act, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not which notice shall be given, no later than ten (10) days Business Days prior to the anticipated filing date (the “Piggyback Notice”) to the Holders of filing Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.7(b), or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration)registration statement. In the event that a Stockholder makes such written request, such Stockholder The Company may withdraw its a Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an Underwritten Offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration by giving written notice Request on the same terms and subject to the Company and the managing underwriter(s)same conditions as any other shares of capital stock, if any, at of the Company included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the Registrable Securities of the Holders and any time at least two (2) Business Days prior other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the effective date total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Registration Statement relating to such Piggyback Registration Company) or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such selling shareholders.

Piggyback Registration. If (a) Subject to any contractual obligations to the contrary, if the Company proposes or is required at any time to file a registration statement register any Class A Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) an Exchange Registration or a Block Trade registration on Form S-8 or (ii) an at-the-market offeringForm S-4, or any similar successor forms), whether or not for sale for its own account or for account, the account of one or more securityholders Company shall each such time give prompt written notice at least 20 business days prior to the anticipated filing date of the Companyregistration statement relating to such registration to the Demand Committee, on which notice shall offer the Demand Committee the opportunity to elect to include in such registration statement the number of Registrable Securities held by Covered Persons as the Demand Committee may request (the “Maximum Covered Person Participation Amount”), subject to the provisions of Section 2.5(b) (a form and in “Piggyback Registration”). If the Demand Committee elects to effect a manner that would permit registration of the Registrable Securities, other than any Special Piggyback Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) of the registration statement relating to such Piggyback Registration to all Covered Persons at least 15 business days prior to such anticipated filing date (which date shall be specified in such notice), and any Covered Person electing to participate in such Piggyback Registration shall notify the anticipated date of filing of such Registration Statement, or in Demand Committee and the case of a shelf take-down, no later than five (5) Company at least 10 business days prior to any such anticipated filing date of its election to include Registrable Securities in such Piggyback Registration. Each Covered Person electing to so participate may elect to include, in the anticipated shelf take-downPiggyback Registration, Piggyback Registrable Securities in an amount up to that number of Piggyback Registrable Securities then held by such Covered Person multiplied by a fraction, the numerator of which shall be the Maximum Covered Person Participation Amount and the denominator of which shall be the aggregate number of Piggyback Registrable Securities then held by all Covered Persons electing to participate in such Piggyback Registration; provided, that if any Covered Person elects not to participate in such Piggyback Registration up to its portion of the Maximum Covered Person Participation Amount as provided above, the Demand Committee shall have the sole discretion to permit the other Covered Persons to include in such Piggyback Registration additional Piggyback Registrable Securities in the same proportions as determined above; and provided further, that the participation of each Covered Person in any such Piggyback Registration shall be reduced (without duplication) by the aggregate number of Registrable Securities sold by such Covered Person and its Permitted Transferees pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act prior to the date of such Piggyback Registration. Any determination with respect to the number of Registrable Securities that may be included in any Piggyback Registration by any Covered Person shall be made by the Demand Committee in accordance with this Agreement and such determination shall be final. Upon the request of the Demand Committee, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Demand Committee, to the Stockholders extent necessary to permit the disposition of such Registrable Securities to be so registered, provided, that: (i) if such registration involves an Underwritten Public Offering, all such Covered Persons to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or any other selling person, as applicable, and (ii) if, at any time after giving notice of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject register any securities pursuant to this Section 2(h)2.5(a) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Piggyback Registration or securities, the date Company shall give written notice to all such Covered Persons and, thereupon, shall be relieved of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option its obligation to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw register any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in connection with such registration. No registration effected under this Section 2.5 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.2 or a Resale Shelf Registration to the extent required by Section 2.3. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) Subject to any contractual obligations to the contrary, if a Piggyback Registration shall count as involves an Underwritten Shelf TakePublic Offering and the managing underwriter advises the Company that, in its view, the number of Registrable Securities and other securities intended to be included in such registration exceeds the largest number of Class A Shares that can be sold without having a material adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Piggyback Offering Size”), the Company shall include in such registration, in the following priority, up to the Maximum Piggyback Offering Size: (i) first, the Company securities proposed to be registered for the account of the Company or, if such registration is not for the sale of Company securities for the account of the Company but is to comply with the demand registration rights of third parties, the Company securities proposed to be registered pursuant to such demand registration rights of third parties; and (ii) second, all Registrable Securities permitted to be included in such registration by Covered Persons and all Required Third-Down Party Piggyback Securities (allocated as between the Covered Persons that have elected to which participate in such Piggyback Registration in the Stockholders are entitledaggregate and the holders of Required Third-Party Piggyback Securities in the aggregate on a Pro Rata Basis, and further allocated among the Covered Persons participating in such Piggyback Registration on a pro rata basis based on their respective Proposed Participation Amount, in each case, as and if necessary to ensure that the offering does not to exceed the Maximum Piggyback Offering Size). (c) Notwithstanding any provision in this Section 2.5 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of any agreement between such Covered Person and any Och-Ziff entity.

Piggyback Registration. If (a) Whenever the Company proposes to offer or is required sell any Equity Securities pursuant to file a registration statement registered offering under the Securities Act with respect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering of Common Stock or similar equity securities sale to employees or directors of the CompanyCompany pursuant to any employee share plan or other employee benefit arrangement), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an atpursuant to a Registration Statement on Form ▇-the▇, ▇-market offering▇ (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more securityholders shareholders of the Company, on Company and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) business days prior to either the anticipated date of filing of such Registration StatementStatement or, or in with respect to a Piggyback Shelf Takedown, the case filing of a shelf take-down, no later than five (5) days prior prospectus supplement to the anticipated shelf take-down, applicable Piggyback Shelf Registration Statement) to the Stockholders holders of Registrable Securities of its intention to effect such a registration or shelf take-down and, in the case of each Stockholdersubject to Section 3(b) and Section 3(c), shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein from the holders of Registrable Securities within three five (35) business days after the Company’s notice is has been given to each such Stockholder holder. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that the Company shall not be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form ▇-▇, ▇-▇ or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Registration” Shelf Registration Statement”), such holder(s) shall have the right to be notified of and to participate (it being specified that it shall not be obligated to participate) in any such requesting Stockholder that has not withdrawn its Registrable Securities from offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Company and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has holders of Registrable Securities have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other Equity Securities proposed to be included in such underwritten offering, exceeds the number of Equity Securities which can be sold in such offering and/or that the number of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall count include in such registration or takedown (i) first, the Equity Securities that the Company proposes to sell; (ii) second, the Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the Equity Securities requested to be included therein by holders of Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an Underwritten underwritten offering on behalf of a holder of Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other Equity Securities proposed to be included in such underwritten offering, exceeds the number of Equity Securities which can be sold in such offering and/or that the number of Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (i) first, the Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the Equity Securities requested to be included therein by other holders of Equity Securities, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Take-Down Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall, subject to the prior written consent of the holders of a majority of the Registrable Securities included in such Piggyback Registration or Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the Stockholders are entitledinvestment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

Piggyback Registration. If the Company proposes or is required to file a registration statement register any of its securities under the Securities Act with respect to an offering of Common Stock by registration on any forms other than Form S-4 or Form S-8 (or any successor or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringform(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company it shall give prompt written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Stockholder of its intention to effect do so and of such registration or shelf take-down andStockholders’ rights under this Section 2.2, which notice, in the case of each Stockholderany event, shall include in be given at least 30 days prior to such registration or shelf take-down all proposed registration. Upon the written request of a Stockholder that holds Registrable Common Stock (a “Piggyback Requesting Stockholder”) made within 20 days after such Stockholder’s receipt of any such notice from the Company (within 10 days if the Company states in such written notice or gives telephonic notice to the relevant Stockholders, followed promptly by written confirmation, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Securities (Common Stock intended to be disposed of by such Piggyback Requesting Stockholder, the Company shall, subject to Section 2(h)2.5(b) with respect to hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has received a written request from such Stockholder for inclusion therein within three been so requested to register by the Piggyback Requesting Stockholders; provided that, (3a) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating registration statement filed in connection with such registration and promptly following receipt of notification by the Company from the managing underwriter (if an underwritten offering) of the price at which such securities are to be sold, the Company shall advise each Piggyback Requesting Stockholder of such price, and such Piggyback Registration Requesting Stockholder shall then have the right, exercisable in its sole discretion by delivery of written notice to the Company within five Business Days of such Piggyback Requesting Stockholder being advised of such price, irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, without prejudice to the rights of any holder or holders of Registrable Common Stock to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1(a), as the case may be; (b) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the launch registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Stockholder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given to pay the option to withdraw their Registrable Securities from such postponed Piggyback RegistrationExpenses in connection therewith), terminate without prejudice, however, to the rights of any Stockholder to include Registrable Common Stock in any future registration (or withdraw registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1(a) hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and (c) if such registration was initiated by the Company for its own account and involves an underwritten offering, each Piggyback Registration Requesting Stockholder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Company, and the underwriters of each such underwritten Public Offering shall be a nationally-recognized underwriter (or underwriters) selected by the Company. No registration effected under this Section 2(e2.2 shall relieve the Company of its obligation to effect any demand registration under Section 2.1(a), whether or not any Stockholder has elected and no registration effected pursuant to include Registrable Securities in such registration. No Piggyback Registration this Section 2.2 shall count as an Underwritten Shelf Take-Down be deemed to which the Stockholders are entitledhave been effected pursuant to Section 2.1(a).

Piggyback Registration. If (a) Whenever the Company Partnership proposes or is required to file a registration statement register the offer and sale of any Common Units under the Securities Act with respect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering of Common Stock or similar equity securities sale to “employees” of the CompanyPartnership pursuant to any “employee benefit plans” (as such terms are defined for purposes of Form S-8)), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan, or (iv) or pursuant to an at-the-market offeringequity offering program), whether for its own account or for the account of one or more securityholders unitholders of the Company, on Partnership and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company Partnership shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Holder of its intention to effect such a registration or shelf take-down and(a “Piggyback Registration Notice”). Subject to Section 2.05(b), in Section 2.05(c) and Section 2.13, the case of each Stockholder, Partnership shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company Partnership has received a written request from such Stockholder requests for inclusion therein from Holders of Registrable Securities within three (3) five days after the Company’s notice is Piggyback Registration Notice has been given to such Stockholder each Holder. Subject to Section 2.05(b), Section 2.05 (c) and Section 2.13, if any Piggyback Registration Statement that includes Registrable Securities is a Shelf Registration Statement (a “Piggyback Registration” and any Shelf Registration Statement”), the Holder(s) of such requesting Stockholder that has not withdrawn its Registrable Securities from shall be notified of by the Partnership, and shall have the right, but not the obligation to participate in, any offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the launch Partnership and the Managing Underwriter(s) advises the Partnership in writing that in its reasonable and good faith opinion, the inclusion of any Common Units in such registration or takedown other than Common Units being issued by the Partnership would exceed the number of Common Units that can be sold in such offering or would materially adversely affect the price per Common Unit to be sold in such offering, or would materially adversely affect the timing of such registration or takedown, then the Piggyback Registration Notice shall so state and the Holders shall have no right to participate in such offering or takedown. In addition, if a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the shelf take-down. The Company may postpone Partnership and the Managing Underwriter(s) advises the Partnership and the Holders (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has Holders have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing prior to the launch of such offering that in its reasonable and good faith opinion the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per Common Unit to be sold in such offering, the Partnership shall count include in such registration or takedown (i) first, the Common Units that the Partnership proposes to sell; and (ii) second, the Common Units requested to be included therein by Holders and by holders of Common Units other than Holders of Registrable Securities having registration rights with respect to such registration or takedown, allocated pro rata among all such holders on the basis of the number of Common Units owned by each such holder as to which the Partnership has received written requests for inclusion in such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an Underwritten Offering on behalf of a holder of Common Units other than Registrable Securities, and the Managing Underwriter(s) advises the Partnership in writing that in its reasonable and good faith opinion, the inclusion of any Common Units in such registration or takedown other than the Common Units of such holder, would exceed the number of Common Units that can be sold in such offering or would materially adversely affect the price per Common Unit to be sold in such offering, or would materially adversely affect the timing of such registration or takedown, then the Piggyback Registration Notice shall so state and the Holders shall have no right to participate in such registration or takedown. In addition, if a Piggyback Registration or Piggyback Shelf Take-Down Takedown is initiated as an Underwritten Offering on behalf of a holder of Common Units other than Registrable Securities, and the Managing Underwriter(s) advises the Partnership in writing prior to which the Stockholders are entitledlaunch of such offering that in its reasonable and good faith opinion, the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per Common Unit to be sold in such offering, the Partnership shall include in such registration or takedown (i) first, the Common Units requested to be included therein by the holder(s) requesting such registration or takedown and; and (ii) second, the Common Units requested to be included therein by holders (including Holders) of Common Units having registration rights with respect to such registration or takedown other than the holder(s) requesting such registration or takedown, allocated pro rata among all such holders on the basis of the number of Common Units owned by each such holder or in such manner as they may otherwise agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the Partnership, the Partnership shall select the Managing Underwriter(s) in connection with such offering. (e) The Partnership may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form S‑4, Form S‑8 or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Purchasers on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at any time at least two of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (2i) Business Days prior first, the securities proposed to be sold by the Company for its own account and (ii) second, the securities of selling shareholders that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the effective date total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company)) or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall the amount of securities of the Registration Statement relating to such Piggyback Registration or selling Holders included in the date offering be reduced below twenty-five percent (25%) of the launch total amount of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities securities included in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledoffering by selling shareholders.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (including a shelf take-down (Shelf Registration Statement, but other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable SecuritiesSubject Securities for sale for cash to the public under the Securities Act, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not which notice shall be given to the Stockholder no later than ten (10) business days prior to the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Stockholder the opportunity to include (or cause to be included) in such registration statement the number of filing shares of such Subject Securities as the Stockholder may request (each, a “Piggyback Registration Statement”). Subject to Section 4.2(b), or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Subject Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) business days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the distribution by the holders of the Subject Securities included in such Piggyback Registration)registration statement. In the event that a Stockholder makes such written request, such Stockholder The Company may withdraw its Registrable Securities from such a Piggyback Registration by giving written notice Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Stockholder. (b) If any of Subject Securities to be registered pursuant to the registration giving rise to the rights under this Section 4.2 are to be sold in a registered offering in which securities of the Company and are sold to one or more underwriters on a firm commitment basis for reoffering to the public (an “Underwritten Offering”), the Company shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed Underwritten Offering to permit the Stockholder to include in such offering all Subject Securities included in the Stockholder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the Underwritten Offering; provided that the Stockholder timely submits a Piggyback request in connection with such offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their good faith opinion the number of securities to be registered exceeds the number of securities which can be sold in such offering in light of market conditions or will adversely affect the success of such offering, the Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the Subject Securities of the Stockholder and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company) or in such other proportions as shall mutually be agreed to by such selling shareholders. (c) As to any particular Subject Securities, once issued, such securities shall cease to be subject to this Section 4.2 when (i) such securities are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, (ii) such securities shall have ceased to be outstanding, (iii) such securities have been transferred in a transaction in which the Stockholder’s rights under this Agreement are not assigned in accordance with the terms of this Agreement to the transferee of the securities, (iv) such securities are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 promulgated under the Securities Act (or any similar provisions then in force) are met, or (v) as to any Subject Securities that are Common Stock of the Stockholder, at any time at least two (2) Business Days prior to the effective date Stockholder and its affiliates own less than 1% of the Registration Statement relating to such Piggyback Registration or the date outstanding shares of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledCommon Stock.

Piggyback Registration. 2.1 If at any time from and after the date hereof, the Company proposes or is required shall determine to file a registration statement under the Securities Act with respect to an offering register any of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)its securities, whether for sale for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securitiesany other Person, other than registration statements relating to (i) employee, consultant or director compensation or incentive arrangements, including employee benefit plans, or other registrations on Form S-8 or any Special Registrationsuccessor form, or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Investor written notice thereof and include in such registration statement (a "Piggyback Registration Statement") and in any underwriting involved therein, all Registrable Securities specified (the "Piggyback Registrable Securities") in a written request made by Investor (a "Piggyback Request") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. 2.2 If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall give so advise Investor as a part of the written notice as promptly as practicablegiven pursuant to Section 2.1. In such event, but not later than ten the right of Investor to registration pursuant to this Section 2 (10) days prior or to the anticipated date of filing of such Registration Statement, or participate in an underwritten take down in the case of a an unallocated or universal shelf take-down, no later than five (5registration) days prior shall be conditioned upon the agreement of Investor to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, extent provided herein. Investor shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) together with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by giving the Company. If Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter(sunderwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement, and the Company shall not be obligated to otherwise register such Piggyback Registrable Securities. 2.3 Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten, in the event that such registration is on behalf of the Company, the Company shall include in the registration (i) first, the securities that the Company proposes to sell, (ii) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, at any time at least two (2) Business Days prior requested to be included by others having these rights, pro rata among the effective date holders of the Registration Statement relating Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration or Statement and others exercising these rights, on the date basis of the launch number of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from requested to be included by holders of such postponed Piggyback Registration)Registrable Securities, terminate or withdraw and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Investor included in the underwriting on behalf of the Company (together with any other securities of the Investor being included in the underwriting pursuant to other agreements with the Company) be reduced below thirty-three percent (33%) of the total amount of securities included in such offering. 2.4 Except to the extent specifically provided in this Section 2 hereof, the procedures to be followed by the Company and the Investor, and the respective rights and obligations of the Company and the Investor, with respect to the distribution of any Piggyback Registrable Securities by Investor pursuant to any Piggyback Registration under Statement filed by the Company shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. 2.5 Notwithstanding the foregoing, however, nothing in this Section 2(e)2, whether or not any Stockholder has elected other provision of this Agreement, shall be construed to include Registrable Securities limit the absolute right of the Company, for any reason and in such registration. No its sole discretion (i) to delay, suspend or terminate the filing of any Piggyback Registration shall count as an Underwritten Shelf Take-Down Statement; (ii) to which delay the Stockholders are entitledeffectiveness of any Piggyback Registration Statement; or (iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration. If (a) Subject to the Company terms and conditions hereof, whenever Fortress proposes or is required to file a registration statement register any of its equity securities under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a registration by Fortress on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (i) a Block Trade or (ii) an at-the-market offering“Piggyback Registration”), whether for its own account or for the account of one or more securityholders of the Companyothers, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company Fortress shall give each Investor that on such date, together with its Permitted Transferees who are then Investors in accordance with this Agreement, holds at least a Piggyback Registrable Amount (each, a “Piggyback Investor”), prompt written notice as promptly as practicable, thereof (but not later less than ten (10) business days prior to the anticipated filing by Fortress with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by Fortress of the proposed minimum offering price of such equity securities. Upon the written request of any Persons that on the date of the Piggyback Notice constitute a Piggyback Investor (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten days after such Piggyback Notice is received by such Piggyback Seller, Fortress, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which Fortress has received such written requests for inclusion to be included in such Piggyback Registration Statementon the same terms and conditions as Fortress’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by Investors holding a majority of the Registrable Securities included in such Piggyback Registration, reasonably acceptable to Fortress, and whose fees and expenses shall be borne solely by Fortress) advises Fortress in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) Fortress, (ii) others who have sought to have equity securities of Fortress registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of equity securities of Fortress (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then Fortress shall include in the case registration statement applicable to such Piggyback Registration only such equity securities as Fortress is so advised by such underwriter can be sold without such an effect, as follows and in the following order of a shelf take-downpriority: (i) if the Piggyback Registration relates to an offering for Fortress’s own account, no later then (A) first, such number of equity securities to be sold by Fortress as Fortress, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, securities of Principals and securities sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Class A Shares proposed to be sold by such Piggyback Sellers, the Principals and Other Demanding Sellers and (C) third, other equity securities proposed to be sold by any Other Proposed Sellers (excluding the Principals); or (ii) if the Piggyback Registration relates to an offering other than for Fortress’s own account, then (A) first, such number of equity securities sought to be registered by each Other Demanding Seller, the Piggyback Sellers and the Principals, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and the Principals and (B) second, other equity securities proposed to be sold by any Other Proposed Sellers (excluding the Principals) or to be sold by Fortress as determined by Fortress. (c) In connection with any Underwritten Offering under this Section 4.2 for Fortress’s account, Fortress shall not be required to include the Registrable Securities of an Investor in the Underwritten Offering unless the Investor accepts the terms of the underwriting as agreed upon between Fortress and the underwriters selected by Fortress. (d) If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, Fortress shall determine for any reason not to register such equity securities, Fortress shall give written notice of such determination to each Piggyback Investor within five (5) days prior thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that Demand Investors may continue the registration as a Demand Registration pursuant to the anticipated shelf take-down, to the Stockholders terms of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities Section 4.1. (subject to Section 2(h)e) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date All rights of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration Investor under this Section 2(e), whether or not any Stockholder has elected 4.2 shall be subject to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledrestrictions of Section 6.2.

Piggyback Registration. If (a) If, at any time after the Filing Deadline, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar common equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether or not for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than which shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Holders of its intention to effect such registration or shelf take-down and, in the case of each StockholderHolder, shall include in such registration or shelf take-down all of such StockholderHolder’s Registrable Securities (subject to Section 2(h3(b)) with respect to which the Company has received a written request from such Stockholder Holder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder Holder (a “Piggyback Registration” and any such requesting Stockholder Holder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). If a Piggyback Registration under this section is proposed to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 3(a). In the event that a Stockholder Holder makes such written request, such Stockholder Holder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downtakedown. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e3(a), whether or not any Stockholder Holder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down Offering to which the Stockholders Holders are entitled.

Piggyback Registration. If (a) Subject to and after the expiration of the period set forth in Section 2.1, if the Company proposes or is required to file a registration statement Registration Statement or related prospectus supplement under the Securities 1933 Act with respect to an offering of Common Stock any Ordinary Shares, whether or similar equity securities of the Company, or the Company proposes a shelf take-down not for sale for its own account (other than a Registration Statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any similar form or (ii) an at-the-market offeringfiled solely in connection with any employee benefit or dividend reinvestment plan), whether for its own account or for then the account Company will give prompt written notice of one or more securityholders such proposed filing at least 10 Business Days before the anticipated filing date (the “Piggyback Notice”) to the Shareholder Parties. Such Piggyback Notice must specify the number of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special RegistrationOrdinary Shares proposed to be registered, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated proposed date of filing of such Registration StatementStatement or related prospectus supplement, or in as applicable, with the case SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a shelf take-down, no later than five (5) days prior good faith estimate by the Company of the proposed minimum offering price of such Ordinary Shares. The Piggyback Notice will offer the Shareholder Parties the opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration Registration Statement or shelf take-down all related prospectus supplement, as applicable, the number of such Stockholder’s Registrable Securities as it may request (a “Piggyback Registration”), subject to Section 2(h3.2(b)) . The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from such Stockholder for inclusion therein from any Shareholder Party within three six (36) days Business Days after the Company’s notice is given Company has sent the Piggyback Notice, subject to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Section 3.2(b). The Shareholder Parties will be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) three Business Days prior to the effective date of the Registration Statement or the filing of the related prospectus supplement, as applicable, relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given shall have the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e)3.2, whether or not any Stockholder has the Shareholder Parties have elected to include Registrable Securities in such registration. No Piggyback Registration . (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the Company and the holders of such Registrable Securities that, in their sole judgment, the success of the offering would reasonably be expected to be jeopardized by inclusion of the number of Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters reasonably deem relevant, the timing and manner to effect the offering), then the number of Registrable Securities to be offered for the account of the Shareholder Parties shall count as an Underwritten Shelf Take-Down be reduced to which the Stockholders extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if Ordinary Shares are entitledbeing offered for the account of Persons other than the Company, then the Ordinary Shares intended to be offered for the account of such other Persons shall be reduced pro rata to the extent necessary to permit the Shareholder Parties to include all of its Registrable Securities in such offering.

Piggyback Registration. If If, at any time, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) including a Block Trade or (ii) an at-the-market offeringTrade), whether or not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such StockholderShareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration, Registration a “Piggyback StockholderShareholder” with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an a Demand Registration or Underwritten Shelf Take-Down to which the Stockholders Shareholders are entitled.

Piggyback Registration. (i) If the Company proposes or is required Partnership shall at any time propose to file a registration statement under the Securities Act with respect Registration Statement, other than pursuant to any Demand Registration, for an offering of Common Stock or similar equity securities Partnership Securities for cash (whether in connection with a public offering of Partnership Securities by the CompanyPartnership, a public offering of Partnership Securities by unitholders, or the Company proposes both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a shelf take-down (other than (i) a Block Trade transaction on Form S-4 or (ii) an at-the-market offeringoffering on any registration statement form that does not permit secondary sales), whether for its own account or for the account Partnership shall promptly notify all Holders eligible to participate in such offering (each a “Piggyback Eligible Holder”) of one or more securityholders such proposal reasonably in advance of the Company, on a form (and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten event at least two (102) days prior to Trading Days before) the anticipated filing date of filing of (the “Piggyback Notice”). The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for registration in such Registration Statement, or in Statement the case number of Registrable Securities as they may request (a shelf take-down, no later than five (5) days prior “Piggyback Registration”). The Partnership shall use commercially reasonable efforts to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in each such registration or shelf take-down all of Piggyback Registration such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to for which the Company Partnership has received a written request requests from such Stockholder for inclusion therein Piggyback Eligible Holders within three (3) days after mailing of the Company’s notice is given to such Stockholder Piggyback Notice (a “Piggyback RegistrationRequest”) for inclusion therein. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Partnership, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Partnership with respect to offerings of Partnership Securities, all upon the terms and conditions set forth herein. (ii) Notwithstanding anything in Section 2(b)(i) to the contrary, ▇▇▇▇▇▇▇▇ shall not be eligible to participate in a Piggyback Registration during the Preference Period. (iii) If the Registration Statement under which the Partnership gives notice under Section 2(b)(i) is for an underwritten offering, the Partnership shall so advise the Piggyback Eligible Holders of Registrable Securities. In such event, the right of any such Piggyback Eligible Holder to be included in a registration pursuant to this Section 2(b) shall be conditioned upon such Piggyback Eligible Holder’s participation in such underwriting and the inclusion of such Piggyback Eligible Holder’s Registrable Securities in the underwriting to the extent provided herein. All Piggyback Eligible Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Partnership. If the managing underwriter or managing underwriters of such offering advise the Partnership and the Piggyback Eligible Holders in writing that in their reasonable opinion that the inclusion of all of the Piggyback Eligible Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Registrable Securities held by the Piggyback Eligible Holders that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have a material adverse effect on the timing or success of the offering, with any reduction in the amount of Registrable Securities to be registered applied pro-rata among all Piggyback Eligible Holders desiring to register Registrable Securities based on the number of Registrable Securities owned by each such Piggyback Eligible Holder of the class (or classes) for which registration is being sought and, as to any other holders of Partnership Securities who may be seeking to register such Partnership Securities, with such reduction applied first, subject to the rights of any holder that has priority by virtue of an any agreement approved in accordance with Section 2(f) below, to the amount of Partnership Securities sought to be registered by such other holders. If any Piggyback Eligible Holder disapproves of the terms of any such underwriting, such Piggyback Eligible Holder may elect to withdraw therefrom by written notice to the Partnership and the managing underwriter(s) delivered on or prior to the time of pricing of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the estates and family members of any such partners/members and retired partners/members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” pro rata reduction with respect to such “Piggyback Registration). In Eligible Holder” shall be based upon the event that a Stockholder makes aggregate amount of securities carrying registration rights owned by all entities and individuals included in such written request, such Stockholder may withdraw its Registrable Securities from such “Piggyback Registration by giving written notice Eligible Holder,” as defined in this sentence. (iv) The Partnership shall have the right to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e), 2(b) prior to the Effective Date of such Registration Statement whether or not any Stockholder Piggyback Eligible Holder has elected to include Registrable Securities in such registrationRegistration Statement. No Piggyback Registration The registration expenses of such withdrawn registration shall count as an Underwritten Shelf Take-Down to which be borne by the Stockholders are entitledPartnership in accordance with Section 4 hereof.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of shares of Common Stock Stock, whether or similar equity securities of the Company, or the Company proposes a shelf take-down not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for then the account Company shall give prompt written notice of one or more securityholders such filing, which notice shall be given no later than two Business Days prior to the filing date (the “Piggyback Notice”), to the Holders of the Company, on a form and in a manner that would permit registration of the Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, other than any Special Registrationa “Piggyback Registration Statement”). Subject to Section 1.06(b), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2Request”) within one Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or Day after the date of the launch of the shelf take-downPiggyback Notice. The Company may postpone shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (provided that Piggyback Stockholders are given A) 180 days after the option to withdraw their effective date thereof and (B) consummation of the distribution by the Holders of all of the Registrable Securities from included in such postponed Piggyback Registration), terminate or withdraw registration statement. (b) If any Piggyback Registration of the securities to be registered pursuant to the registration giving rise to the rights under this Section 2(e)1.06 are to be sold in an underwritten offering, whether the Company shall use commercially reasonable efforts to cause the managing underwriter or not any Stockholder has elected underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of Common Stock included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities that can be sold in such registration. No Piggyback Registration shall count offering in light of market conditions or is such so as an Underwritten Shelf Take-Down to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the Stockholders are entitledfollowing order of priority: (i) first, the securities proposed to be sold by the Company, (ii) second, the securities proposed to be sold by stockholders of the Company other than the Holders to the extent such stockholders of the Company had, prior to the date hereof, a contractual right to initiate such offering; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; and (iv) fourth, any other securities of the Company that have been requested to be included in such offering.

Piggyback Registration. If If, at any time after the expiration of the Lock-Up Period, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar common equity securities of the Company, or the Company proposes a shelf takeShelf Take-down Down (other than (i) a Block Trade or Trade, (ii) an at-the-market offering, or (iii) a Shelf Take-Down by a Shareholder that is not an Underwritten Shelf Take-Down), whether or not for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than which shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such StockholderShareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder Shareholder (a “Piggyback Registration” and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback StockholderShareholder” with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders Shareholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an a Demand Registration or Underwritten Shelf Take-Down to which the Stockholders Shareholders are entitled.

Piggyback Registration. If the Company Company, at any time after the Effective Date, proposes or is required to file a registration statement register an offering of any of its securities under the Securities Act with respect to an offering of Common Stock by registration on any form other than Form S-4 or S-8 (or any successor or similar equity securities of form with substantially the Company, or same disclosure requirements that the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringCommission may adopt), whether for its own account or account, for the account of one any of its securityholders or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registrationotherwise, the Company shall give written notice to all the Holders as promptly soon as practicable, but not later than ten reasonably practicable (10) and in any event at least 30 days prior to the anticipated date of filing such proposed registration) of such Registration Statementproposed registration, or and such notice shall offer the Holders the opportunity to register such number of shares of Registrable Common Stock as each such Holder may request in accordance with the case provisions of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to this Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder 3 (a “Piggyback Registration” and ”). Upon the written request of any Holder receiving notice of such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, proposed registration (a “Piggyback Stockholder” Requesting Holder”) made within 30 days after the receipt of any such notice (ten days if the Company states in such written notice or gives telephonic notice to the relevant Holder, with respect written confirmation to follow promptly thereafter, stating that (a) such registration will be on Form S-3 (or any successor or similar short form registration statement that the Commission may adopt) and (b) such shorter period of time is required because of a planned filing date), the Company shall, subject to Section 6(b), be required to permit the Registrable Common Stock requested to be included in a Piggyback Registration to be included on the same terms and conditions as any other securities included therein. Such written request shall specify the number of shares of Registrable Common Stock intended to be disposed of by such Piggyback Registration). In Requesting Holder and the event that a Stockholder makes minimum net price at which such written request, such Stockholder may withdraw Piggyback Requesting Holder is willing to sell its Registrable Securities from such Common Stock. Each Piggyback Registration by giving written notice Requesting Holder may, at any time prior to the time at which the Company and the managing underwriter(s)underwriters determine the public offering price and underwriting discount at which shares of Common Stock will be sold under such registration statement, advise the Company of any change in the minimum net price at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock. If the public offering price and underwriting discount agreed upon by the Company and the managing underwriter with respect to an offering under such registration statement result in a net price to any Piggyback Requesting Holder that is less than the last minimum net price specified by such Piggyback Requesting Holder, then the shares of Registrable Common Stock owned by such Piggyback Requesting Holder shall not be included in such offering, but without prejudice to the rights of such Piggyback Requesting Holder to include its Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2, as the case may be, provided that, if anysuch registration statement is a Shelf Registration Statement and after the completion of such offering there will remain additional securities registered for future offering and sale under such Shelf Registration Statement, such Piggyback Requesting Holder’s shares of Registrable Common Stock shall continue to be registered under such Shelf Registration Statement and shall be eligible for inclusion in future offerings and sales effected under such Shelf Registration Statement. If at any time at least two (2) Business Days after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement relating registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Piggyback Registration or Requesting Holder and (a) in the date case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the launch of Company to pay the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback RegistrationExpenses in connection therewith), terminate without prejudice, however, to the rights of any Holder to include Registrable Common Stock in any future registration (or withdraw registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2, as the case may be, and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Piggyback Registration Registrable Common Stock, for the same period as the delay in registering such other securities. No registration effected under this Section 2(e), whether or not 3 shall relieve the Company of its obligation to effect any Stockholder has elected registration upon request under Section 2 and no registration effected pursuant to include Registrable Securities in such registration. No Piggyback Registration this Section 3 shall count as an Underwritten Shelf Take-Down be deemed to which the Stockholders are entitledhave been effected pursuant to Section 2.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Purchaser on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the number of securities requested to be included therein by the holder(s) originally requesting such registration, in any, (ii) second, the securities proposed to be sold by the Company for its own account; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; and (iv) fourth, any time at least two other securities of the Company that have been requested to be included in such offering, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below fifty percent (250%) Business Days of the total amount of securities included in such offering by selling shareholders; provided that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. If (i) At any time after the Effective Date, if the Company proposes or is required shall propose at any time to file a registration statement under the Securities Act with respect Registration Statement, other than pursuant to a Demand Registration, for an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down Securities for cash (other than (i) an offering relating to an employee benefit plan or dividend reinvestment plan, an offering relating to a Block Trade transaction on Form S-4 or (ii) an at-the-market offeringoffering on any registration statement that does not permit secondary sales), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten notify all Holders eligible to participate in such offering (10each a “Piggyback Eligible Holder”) days prior to the anticipated date of filing of such Registration Statement, or proposal reasonably in the case advance of a shelf take-down, no later than (and in any event at least five (5) days prior to Business Days before) the anticipated shelf take-down, filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to the Stockholders of its intention to effect such include for registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all Registration Statement the number of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written as they may request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and ”). The Company shall use commercially reasonable efforts to include in such Registration Statement such number of Registrable Securities held by any Holder as each Holder shall request in a written notice (a “Piggyback Request”) to the Company within two Business Days of such requesting Stockholder that has Holder’s receipt of such Piggyback Request from the Company. If a Piggyback Eligible Holder decides not withdrawn to include all of its Registrable Securities from in any Registration Statement thereafter filed by the Company, such Piggyback Registration, a “Piggyback Stockholder” Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Company Securities, all upon the terms and conditions set forth herein. (ii) If the Registration Statement under which the Company gives notice under this Section 2(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned upon such Piggyback Registration). In Eligible Holder’s participation in such underwriting and the inclusion of such Piggyback Eligible Holder’s Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Piggyback Eligible Holders would have a Stockholder makes material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such written requestUnderwritten Offering), the amount of Registrable Securities of each Selling Holder that shall be included in such Stockholder Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. In connection with any such Underwritten Offering, the Company and the Selling Holders involved shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may withdraw participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may irrevocably withdraw from such Piggyback Registration Underwritten Offering by giving delivering written notice to the Company and the managing underwriter(s)underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering; provided further that, if anysuch withdrawal results in the termination of such Underwritten Offering, at such Holder shall reimburse the Company for any time at least two (2costs reasonably incurred by the Company with respect to such Underwritten Offering. The Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 2(b) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the pricing date of the launch applicable Underwritten Offering, as applicable. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the estates and family members of any such partners/members and retired partners/members and any trusts for the benefit of any of the shelf take-down. foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any Pro Rata reduction with respect to such “Piggyback Eligible Holder” shall be based upon the aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Piggyback Eligible Holder,” as defined in this sentence. (iii) The Company may postpone (provided that Piggyback Stockholders are given shall have the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e), 2(b) prior to the Effective Date of such Registration Statement whether or not any Stockholder Piggyback Eligible Holder has elected to include Registrable Securities in such registrationRegistration Statement. No Piggyback Registration The registration expenses of such withdrawn registration shall count as an Underwritten Shelf Take-Down to which be borne by the Stockholders are entitledCompany in accordance with Section 4 hereof.

Piggyback Registration. (a) If at any time, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities following the expiration of the CompanyLock-Up Period, or the Company proposes a shelf take-down of Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, whether or not for sale for its own account following the expiration of the Lock-Up Period (other than a registration statement (i) a Block Trade on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any merger or acquisition, amalgamation, scheme of arrangement, employee benefit, equity compensation, incentive or dividend reinvestment plan or a Block Trade), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give written notice as promptly as practicableof such filing or offering, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing or launch date (the “Piggyback Notice”) to each of the Stockholders Holders of its intention to effect such registration or shelf take-down and, Registrable Securities (except in the case of an offering that is an “overnight offering”, in which case such notice must be given no later than three (3) Business Days prior to the filing or launch date). The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement or offering the number of Registrable Securities as each Stockholdersuch Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.8(b), the Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (each a “Piggyback Registration” and Request”) promptly following delivery of the Piggyback Notice but in any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least no later than two (2) Business Days prior to the filing date of a Piggyback Registration Statement. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement relating to such Piggyback Registration or Statement, the date Company shall determine for any reason not to proceed with the proposed registration of the launch securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder that requested to participate in an offering initiated by the Company, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (b) If any of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given securities to be registered pursuant to the option registration giving rise to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration the rights under this Section 2(e)1.8 are to be sold in an underwritten offering, whether the Company shall use commercially reasonable efforts to cause the managing underwriter or not any Stockholder has elected underwriters selected by the Company of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering, and any Holders exercising piggyback rights will enter into an underwriting agreement with the managing underwriters and the Company setting forth such terms. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such registration. No Piggyback Registration shall count offering in light of market conditions or is such so as an Underwritten Shelf Taketo adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the GP Holders that have requested to participate in such underwritten offering, allocated pro rata among such GP Holders on the basis of the percentage of the Registrable Securities then-Down owned by such GP Holders; (iii) third, the Registrable Securities of the Holders that have requested to which participate in such underwritten offering, pro rata among such Holders on the Stockholders are entitledbasis of the percentage of the Registrable Securities then-owned by such Holders; (iv) fourth, any other securities of the Company that have been requested to be included in such offering.

Piggyback Registration. If (a) Following the expiration of the Lock-Up Period, if the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable, exercisable or settleable for, Common Stock, whether or not for sale for its own account (other than a (i) a Block Trade registration statement on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, or (ii) registration statement otherwise filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan) (each, a “Piggyback Registration Statement”), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request. Subject to Section 7(b), in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein (each, a “Piggyback Request”) within three four Business Days after the date of the Piggyback Notice. Unless the Piggyback Registration Statement is governed by Section 4, the Company shall not be required to maintain the effectiveness of any Piggyback Registration Statement beyond the earlier of (3x) 180 days after the Company’s notice is given effective date thereof and (y) consummation of the distribution by the Holders of all Registrable Securities included in such registration statement. (b) If any of the securities to such Stockholder be registered pursuant to a Piggyback Registration Statement are to be sold in an underwritten offering (a “Piggyback Registration” and any Offering”), the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of such requesting Stockholder that has not withdrawn its Piggyback Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such Piggyback Registration, a “Piggyback Stockholder” with respect offering to include in such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its offering all Registrable Securities from such included in each Holder’s Piggyback Registration by giving written notice Request on the same terms and subject to the Company and the managing underwriter(s)same conditions as any other shares of Capital Stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Piggyback Offering advise the Company in writing that in its or their good faith opinion the number of securities requested to be included in such Piggyback Offering (including by the Company) exceeds the number of securities which can be sold in such offering in light of market conditions without having an adverse effect on the success of such offering (including the price at which the securities can be sold), the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, (x) the Registrable Securities of the Holders and (y) other registrable securities of any time at least two other holders pursuant to other registration rights agreements, in each case, that have requested to participate in such underwritten offering, allocated (2w) Business Days pro rata among the Holders, in aggregate, and the holders on the basis of the percentage of the applicable securities requested to be included in such offering by such Holders and holders and (y) among the Holders on such basis as determined by the Investor in its sole discretion; (iii) third, any other securities of the Company that have been requested to be included in such offering; provided, that Holders may, prior to the effective date earlier of the (a) effectiveness of the Piggyback Registration Statement relating and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledOffering.

Piggyback Registration. If at any time after the first date upon which ---------------------- Units held by the Holders may be redeemed and until the date on which there are no Registrable Shares remaining the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down solely for cash (other than a registration statement (i) a Block Trade on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form or in connection with an at-the-market offeringexchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any successor form), whether or not for its own account or for the account of one or more securityholders of the Company, on (a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration"Piggyback Registration Statement"), the Company shall give to the Holders of Units and Registrable Shares written notice as promptly as practicable, but not later than of such proposed filing at least ten (10) business days prior before filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the anticipated date provisions of filing of such Registration StatementSection 2 below, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, Company shall include in such Piggyback Registration all Registrable Shares requested to be included in the registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to for which the Company has received a written request from such Stockholder for inclusion therein an Authorizing Certificate within three five (35) business days after the Company’s notice is referred to above has been given by the Company to such Stockholder (the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of the Company and the managing underwriter advises the Company that the total number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to be included in a registration pursuant to demand registration rights shall be excluded from the underwriting unless all securities other than such securities are first excluded. Any Demand Registration Statement, Piggyback Registration Statement relating or Shelf Registration Statement is sometimes referred to such Piggyback as a "Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledStatement."

Piggyback Registration. (i) If at any time the Company proposes or is required to file a registration statement Registration Statement (a “Piggyback Registration Statement”), other than pursuant to a Shelf Registration under the Securities Act with respect to Section 2(a) or any Demand Registration under Section 2(b), for an offering of Company Common Stock or similar equity securities for cash (whether in connection with a public offering of Company Common Stock by the Company, or the a public offering of Company proposes a shelf take-down (Common Stock by stockholders other than (i) Holders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a Block Trade transaction on Form S-4 or (ii) an at-the-market offeringoffering on any Registration Statement form that does not permit secondary sales), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registrationincluding an Initial Public Offering, the Company shall give written notice as promptly as practicable(the “Piggyback Notice”) to all Holders that, but not later than to its knowledge, hold Registrable Securities (collectively, the “Piggyback Eligible Holders”) of the Company’s intention to file a Piggyback Registration Statement reasonably in advance of (and in any event at least ten (10) days prior Business Days before) the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for registration in such Piggyback Registration Statement the number of Registrable Securities as they may request, subject to Section 2(c)(ii) (a “Piggyback Registration”). Subject to Section 2(c)(ii), the Company shall use its reasonable best efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests (each, a “Piggyback Request”) from Piggyback Eligible Holders within five (5) Business Days after giving the Piggyback Notice. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Registration Statement thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration Statements or registration statements as may be filed by the Company with respect to offerings of Company Common Stock, all upon the terms and conditions set forth herein. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the anticipated date Piggyback Requests, to the extent required to permit the disposition of filing the Registrable Securities so requested to be registered. (ii) If the Piggyback Registration under which the Company gives notice pursuant to Section 2(c)(i) is an underwritten offering, and the managing underwriter or managing underwriters of such Registration Statementoffering advise the Company and the Piggyback Eligible Holders that, in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company and the Piggyback Eligible Holders, if the Company concludes after consultation with such managing underwriters and the Holders of Registrable Securities proposed to be included in such registration that in the Company’s reasonable view, the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the number of shares of Company Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority: (A) in the case of a shelf take-downCompany initiated registration, no later than five (51) days prior first, the securities that the Company proposes to sell, (2) second, the anticipated shelf take-downRegistrable Securities requested to be included in such Piggyback Registration pro rata among the Piggyback Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each Piggyback Eligible Holder and (3), third, Other Registrable Securities requested to be included in such Piggyback Registration, pro rata among the Stockholders holders thereof on the basis of its intention the number of securities requested to effect be included therein by each such registration or shelf take-down and, holder and (B) in the case of each Stockholdera non-Company initiated registration, shall include (1) first, the securities requested to be included in such registration or shelf take-down all offering by the holders of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given securities initiating such registration and the Piggyback Eligible Holders, pro rata among such holders on the basis of the number of securities requested to be included therein by each such Stockholder holder, and (2) second, Other Registrable Securities requested to be included in such offering to the extent permitted hereunder pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. Promptly (and in any event within one (1) Business Day) following receipt of notification by the Company from the managing underwriter of a “range of prices at which such Registrable Securities are likely to be sold, the Company shall so advise each Piggyback Registration” and Eligible Holder requesting registration in such offering of such price. If any Piggyback Eligible Holder disapproves of the terms of any such requesting Stockholder that has not withdrawn underwriting (including the price offered by the underwriter(s) in such offering), such Piggyback Eligible Holder may elect to withdraw any or all of its Registrable Securities from therefrom, without prejudice to the rights of any such Piggyback Registration, a “Piggyback Stockholder” with respect Holder or Holders to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its include Registrable Securities from such in any future Piggyback Registration or other registration statement, by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days delivered on or prior to the effective date of the Registration Statement relating to such Piggyback Registration Statement. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the date estates and Family Members of any such partners/members and retired partners/members and any trusts for the benefit of any of the launch foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any pro rata reduction with respect to such “Piggyback Eligible Holder” shall be based upon the aggregate amount of the shelf take-down. securities carrying registration rights owned by all entities and individuals included in such “Piggyback Eligible Holder,” as defined in this sentence. (iii) The Company may postpone (provided that Piggyback Stockholders are given shall have the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e)2(c) prior to the effective date of such Registration Statement, whether or not any Stockholder Piggyback Eligible Holder has elected to include Registrable Securities in such registration. No Registration Statement, without prejudice, however, to the right of the Holders immediately to request that such registration be effected as a registration under Section 2(b) to the extent permitted thereunder and subject to the terms set forth therein. (iv) If a Piggyback Registration pursuant to this Section 2(c) involves an underwritten offering, the Company shall count as an Underwritten Shelf Take-Down have the right, in consultation with the Holders of a majority of the Registrable Securities included in such underwritten offering, to (A) determine the plan of distribution, including the price at which the Stockholders Registrable Securities are entitledto be sold and the underwriting commissions, discounts and fees and (B) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (v) No registration effected under this Section 2(c) shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities upon request under Section 2(a) or Section 2(b) hereof and no registration effected pursuant to this Section 2(c) shall be deemed to have been effected pursuant to Section 2(a) or Section 2(b) hereof.

Piggyback Registration. If (a) Whenever the Company Partnership proposes or is required to file a registration statement register the offer and sale of any Common Units under the Securities Act with respect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering of Common Stock or similar equity securities sale to “employees” of the CompanyPartnership pursuant to any “employee benefit plans” (as such terms are defined for purposes of Form S-8)), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to an at-the-market offeringequity offering program), whether for its own account or for the account of one or more securityholders unitholders of the Company, on Partnership and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company Partnership shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Holder of its intention to effect such a registration or shelf take-down and(a “Piggyback Registration Notice”). Subject to Section 2.04(b), in Section 2.04(c) and Section 2.12, the case of each Stockholder, Partnership shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company Partnership has received a written request from such Stockholder requests for inclusion therein from Holders of Registrable Securities within three (3) five days after the Company’s notice is Piggyback Registration Notice has been given to such Stockholder each Holder. Subject to Section 2.04(b), Section 2.04(c) and Section 2.12, if any Piggyback Registration Statement that includes Registrable Securities is a Shelf Registration Statement (a “Piggyback Registration” and any Shelf Registration Statement”), the Holder(s) of such requesting Stockholder that has not withdrawn its Registrable Securities from shall be notified by the Partnership of, and shall have the right but not the obligation to participate in, any offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the launch Partnership and the Managing Underwriter(s) advises the Partnership in writing that in its reasonable and good faith opinion, the inclusion of any Common Units in such registration or takedown other than Common Units being issued by the Partnership would exceed the number of Common Units that can be sold in such offering or would materially adversely affect the price per Common Unit to be sold in such offering, or would materially adversely affect the timing of such registration or takedown, then the Piggyback Registration Notice shall so state and the Holders shall have no right to participate in such offering or takedown. In addition, if a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the shelf take-down. The Company may postpone Partnership and the Managing Underwriter(s) advises the Partnership and the Holders (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has Holders have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing prior to the launch of such offering that in its reasonable and good faith opinion the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per Common Unit to be sold in such offering, the Partnership shall count include in such registration or takedown (i) first, the Common Units that the Partnership proposes to sell; and (ii) second, the Common Units requested to be included therein by Holders and by holders of Common Units other than Holders of Registrable Securities having registration rights with respect to such registration or takedown, allocated pro rata among all such holders on the basis of the number of Common Units owned by each such holder as to which the Partnership has received written requests for inclusion in such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an Underwritten Offering on behalf of a holder of Common Units other than Registrable Securities, and the Managing Underwriter(s) advises the Partnership in writing that in its reasonable and good faith opinion, the inclusion of any Common Units in such registration or takedown other than the Common Units of such holder, would exceed the number of Common Units that can be sold in such offering or would materially adversely affect the price per Common Unit to be sold in such offering, or would materially adversely affect the timing of such registration or takedown, then the Piggyback Registration Notice shall so state and the Holders shall have no right to participate in such registration or takedown. In addition, if a Piggyback Registration or Piggyback Shelf Take-Down Takedown is initiated as an Underwritten Offering on behalf of a holder of Common Units other than Registrable Securities, and the Managing Underwriter(s) advises the Partnership in writing prior to which the Stockholders are entitledlaunch of such offering that in its reasonable and good faith opinion, the number of Common Units proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Units proposed to be included in such underwritten offering, exceeds the number of Common Units that can be sold in such offering and/or that the number of Common Units proposed to be included in any such registration or takedown would adversely affect the price per Common Unit to be sold in such offering, the Partnership shall include in such registration or takedown (i) first, the Common Units requested to be included therein by the holder(s) requesting such registration or takedown and; and (ii) second, the Common Units requested to be included therein by holders (including Holders) of Common Units having registration rights with respect to such registration or takedown other than the holder(s) requesting such registration or takedown, allocated pro rata among all such holders on the basis of the number of Common Units owned by each such holder or in such manner as they may otherwise agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary Underwritten Offering on behalf of the Partnership, the Partnership shall select the Managing Underwriter(s) in connection with such offering. (e) The Partnership may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggyback Registration. If (a) Subject to Section 2.2, if the Company proposes or is required receives any Demand Notice from any Demand Investor pursuant to file a registration statement under Section 1.9 (the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company“Requesting Demand Investor”)), or then the Company proposes a shelf take-down shall, promptly (but in any event within (5) Business Days after receipt thereof) give written notice (the “Piggyback Notice”) to the Demand Investors (other than the Requesting Demand Investor) (ithe “Piggyback Demand Investor”) of such Demand Notice. The Piggyback Notice shall offer such Piggyback Demand Investor the opportunity to include (or cause to be included) in such registration statement the number of shares of Demand Investor Registrable Securities as such other Piggyback Demand Investor may request (each, a Block Trade or (ii) an at-the-market offering“Piggyback Registration Statement”), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration. Subject to Section 1.8(b), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Demand Investor Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within (each a “Piggyback Request”) promptly following delivery of the Piggyback Notice but in any event no later than three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective filing date of the Registration Statement relating to such a Piggyback Registration or the date of the launch of the shelf take-downStatement. The Company may postpone shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (provided that Piggyback Stockholders are given x) 180 days after the option to withdraw their effective date thereof and (y) consummation of the distribution by the Demand Investors of the Demand Investor Registrable Securities from included in such postponed Piggyback Registration), terminate registration statement. (b) If any of the securities to be offered or withdraw any Piggyback Registration sold pursuant to the registration giving rise to the rights under this Section 2(e)1.8 are to be sold in an underwritten offering, whether the Requesting Demand Investor shall use reasonable best efforts to cause the managing underwriter or not any Stockholder underwriters of the proposed underwritten offering to permit the Piggyback Demand Investor, if such Piggyback Demand Investor has elected timely submitted a Piggyback Request in connection with such offering, to include in such offering all Demand Investor Registrable Securities included in each such Piggyback Demand Investor’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Requesting Demand Investor included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Requesting Demand Investor in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such registration. No Piggyback Registration shall count offering in light of market conditions or is such so as an Underwritten Shelf Taketo adversely affect the success of such offering, the Requesting Demand Investor will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Demand Investors that have requested to participate in such underwritten offering, allocated pro rata among such Demand Investors on the basis of the percentage of the Registrable Securities then-Down owned by such Demand Investors; and (ii) second, any other securities of the Company that have been requested to be included in such offering; provided that Demand Investors may, prior to the earlier of the (a) effectiveness of the registration statement and (b) the time at which the Stockholders are entitledoffering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 1.8.

Piggyback Registration. If (a) If, at any time after the Filing Deadline, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar common equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether or not for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than which shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Holders of its intention to effect such registration or shelf take-down and, in the case of each StockholderHolder, shall include in such registration or shelf take-down all of such StockholderHolder’s Registrable Securities (subject to Section 2(h3(b)) with respect to which the Company has received a written request from such Stockholder Holder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder Holder (a “Piggyback Registration” and any such requesting Stockholder Hold that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). If a Piggyback Registration under this section is proposed to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 3(a). In the event that a Stockholder Holder makes such written request, such Stockholder Holder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e3(a), whether or not any Stockholder Holder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down Offering to which the Stockholders Holders are entitled.

Piggyback Registration. If (a) Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if following the Restricted Period the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering offering, whether or not for sale for its own account, of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable SecuritiesSecurities for sale for cash to the public under the Securities Act, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Holders of its intention Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of Registrable Securities (but only Registrable Securities that are issued shares of Common Stock) as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.7(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within (each, a “Piggyback Request”) promptly following delivery of the Piggyback Notice (but in any event no later than three (3) Business Day prior to the filing of the Piggyback Registration Statement). The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the Company’s notice is given to such Stockholder effective date thereof and (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its y) consummation of the distribution by the Holders of all the Registrable Securities from included in such registration statement. The Company may withdraw a Piggyback RegistrationRegistration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders, a “Piggyback Stockholder” in which case the Company shall be relieved of its obligation to register the Registrable Securities with respect to such withdrawn Piggyback Registration). In Registration Statement. (b) If any of the event that securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an Underwritten Offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a Stockholder makes such written request, such Stockholder may withdraw its proposed Underwritten Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration by giving written notice Request on the same terms and subject to the Company and the managing underwriter(s)same conditions as any other shares of capital stock, if any, at of the Company included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the Registrable Securities of the Holders and any time at least two (2) Business Days prior other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the effective date total number of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Registration Statement relating to such Piggyback Registration Company) or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledmutually be agreed by such selling shareholders.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Class A Common Stock Stock, whether or similar equity securities of the Company, or the Company proposes a shelf take-down not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for then the account Company shall give prompt written notice of one or more securityholders such filing, which notice shall be given no later than two Business Days prior to the filing date (the “Piggyback Notice”), to K▇▇▇ on behalf of the Company, on a form and in a manner that would permit registration Holders of the Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, other than any Special Registrationa “Piggyback Registration Statement”). Subject to Section 1.7(b), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2Request”) within one Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or Day after the date of the launch of the shelf take-downPiggyback Notice. The Company may postpone shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (provided that Piggyback Stockholders are given A) 180 days after the option to withdraw their effective date thereof and (B) consummation of the distribution by the Holders of all of the Registrable Securities from included in such postponed Piggyback Registration), terminate or withdraw registration statement. (b) If any Piggyback Registration of the securities to be registered pursuant to the registration giving rise to the rights under this Section 2(e)1.7 are to be sold in an underwritten offering, whether the Company shall use commercially reasonable efforts to cause the managing underwriter or not any Stockholder has elected underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of Class A Common Stock included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities that can be sold in such registration. No Piggyback Registration shall count offering in light of market conditions or is such so as an Underwritten Shelf Take-Down to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the Stockholders are entitledfollowing order of priority: (i) first, the securities proposed to be sold by the Company, (ii) second, the securities proposed to be sold by stockholders of the Company other than the Holders to the extent such stockholders of the Company had, prior to the date hereof, a contractual right to initiate such offering; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; and (iv) fourth, any other securities of the Company that have been requested to be included in such offering.

Piggyback Registration. If If, at any time following the Effective Date until the Registration Rights Termination Date, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or Company of the Company proposes a shelf take-down same class as the Registrable Shares (other than (i) a Block Trade or (ii) an at-the-market offeringsuch securities “Similar Securities”), whether or not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than any Shares (excluding a Registration Statement that is (i) solely in connection with a Special Registration, a dividend reinvestment plan or a rights offering, (ii) a “universal” Shelf Registration Statement or (iii) pursuant to a Demand Registration in accordance with Section 3.1 or a Shelf Registration), the Company shall give written notice as promptly as practicable, but not later than ten (10) calendar days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Shareholder of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such StockholderShareholder’s Registrable Securities (subject to Section 2(h)) Shares with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three ten (310) calendar days after the date of the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities Shares from such Piggyback Registration, Registration a “Piggyback StockholderHolder” with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s)underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e3.2(a), whether or not any Stockholder Shareholder has elected to include Registrable Securities Shares in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down towards the number of Demand Registrations to which the Stockholders Shareholders are entitledentitled under Section 3.1(c).

Piggyback Registration. If (a) If, at any time following the Effective Date until the Registration Rights Termination Date, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or Company of the Company proposes a shelf take-down same class as the Registrable Shares (other than (i) a Block Trade or (ii) an at-the-market offeringsuch securities "Similar Securities"), whether or not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than any Shares (excluding a Registration Statement that is (i) solely in connection with a Special Registration, a dividend reinvestment plan or a rights offering, (ii) a "universal" Shelf Registration Statement or (iii) pursuant to a Demand Registration in accordance with Section 3.1 or a Shelf Registration), the Company shall give written notice as promptly as practicable, but not later than ten (10) calendar days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders each Shareholder of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such Stockholder’s Shareholder's Registrable Securities (subject to Section 2(h)) Shares with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three ten (310) calendar days after the date of the Company’s 's notice is given to such Stockholder (a “"Piggyback Registration” " and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities Shares from such Piggyback Registration, Registration a “"Piggyback Stockholder” Holder" with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s)underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e3.2(a), whether or not any Stockholder Shareholder has elected to include Registrable Securities Shares in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down towards the number of Demand Registrations to which the Stockholders Shareholders are entitledentitled under Section 3.1(c). (b) If a Piggyback Registration under Section 3.2(a) is proposed to be underwritten, the Company shall so advise the Shareholders as a part of the written notice given pursuant to Section 3.2(a). In such event, the lead underwriter to administer the offering shall be chosen by the Company. (c) The Company shall pay all Registration Expenses (subject to and in accordance with Section 3.7) in connection with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company. (d) If the registration of Similar Securities giving rise to a right to Piggyback Registration pursuant to this Section 3.2 is initiated by the Company for its own account, each Piggyback Holder with respect to such Piggyback Registration may include all the Registrable Shares it requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided, however, that if the offering to which such Piggyback Registration relates involves a firm commitment underwritten offering and the managing underwriter(s) of such offering advises the Company and the Piggyback Holders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed to be sold in such offering and Registrable Shares requested by such Piggyback Holders to be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in the applicable registration or prospectus only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority: (i) first, the securities that the Company proposes to sell; (ii) second, the Registrable Shares requested to be included by such Piggyback Holders and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; and (iii) third, any securities requested to be included therein by any other Persons (other than the Company and such Piggyback Holders and other Persons with piggyback registration rights), allocated among such Persons in such manner as the Company may determine. (e) If the registration of Similar Securities giving rise to a right to Piggyback Registration pursuant to this Section 3.2 is initiated by the Company on behalf of holders of Similar Securities to be sold in an underwritten offering, the Piggyback Holders with respect to such Piggyback Registration may include all Registrable Shares requested by them to be included in such registration in such offering on the same terms and conditions as any Similar Securities included therein; provided, however, that if the managing underwriter(s) of such offering advises the Company and such Piggyback Holders in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in the applicable registration or prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority: (i) first, the Similar Securities requested to be included therein by the holders of such Similar Securities, allocated among such Persons in such manner as the Company may determine; (ii) second, the Registrable Shares requested to be included by such Piggyback Holders, and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; (iii) third, Ordinary Shares or Similar Securities offered by the Company for its own account; and (iv) fourth, Ordinary Shares or Similar Securities offered by any other holders of Ordinary Shares or Similar Securities requested to be included therein (other than the Company and such Piggyback Holders and other Persons with piggyback registration rights), allocated among such Persons in such manner as the Company may determine.

Piggyback Registration. (a) If at any time the Company proposes or is required to file a registration statement Registration Statement (a “Piggyback Registration Statement”), other than pursuant to a Shelf Registration under the Securities Act with respect to Section 1.1 or any Demand Registration under Section 1.2, for an offering of Common Stock or similar equity securities for cash (whether in connection with a public offering of Common Stock by the Company, or the Company proposes a shelf take-down (public offering of Common Stock by stockholders other than (i) Holders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a Block Trade transaction on Form S-4 or (ii) an at-the-market offeringoffering on any Registration Statement form that does not permit secondary sales), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registrationincluding an Initial Public Offering, the Company shall give written notice (the “Piggyback Notice”) to all Holders that, to its knowledge, hold Registrable Securities (collectively, the “Piggyback Eligible Holders”) of the Company’s intention to file a Piggyback Registration Statement reasonably in advance of (and in any event at least ten Business Days before) the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for registration in such Piggyback Registration Statement the number of Registrable Securities as promptly they may request, subject to Section 1.3(b) (a “Piggyback Registration”). Subject to Section 1.3(b), the Company shall use reasonable best efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests (each, a “Piggyback Request”) from Piggyback Eligible Holders within five Business Days after giving the Piggyback Notice. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Registration Statement thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration Statements or registration statements as practicablemay be filed by the Company with respect to offerings of Common Stock, but not later than ten (10) days prior all upon the terms and conditions set forth herein. The Company shall use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the anticipated date Piggyback Requests, to the extent required to permit the disposition of filing the Registrable Securities so requested to be registered. (b) If the Piggyback Registration under which the Company gives notice pursuant to Section 1.3(a) is an underwritten offering, and the managing underwriter or managing underwriters of such Registration Statementoffering advise the Company and the Piggyback Eligible Holders that, in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company and the Piggyback Eligible Holders, if the Company concludes after consultation with such managing underwriters and the Holders of Registrable Securities proposed to be included in such registration that in the Company’s reasonable view, the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the number of shares of Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority: (i) in the case of a shelf take-downCompany initiated registration, no later than five (5A) days prior first, the securities that the Company proposes to sell, (B) second, the anticipated shelf take-downRegistrable Securities requested to be included in such Piggyback Registration pro rata among the Piggyback Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each Piggyback Eligible Holder and (C), third, Other Registrable Securities requested to be included in such Piggyback Registration, pro rata among the Stockholders holders thereof on the basis of its intention the number of securities requested to effect be included therein by each such registration or shelf take-down and, holder and (ii) in the case of each Stockholdera non-Company initiated registration, shall include (A) first, the securities requested to be included in such registration or shelf take-down all offering by the holders of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given securities initiating such registration and the Piggyback Eligible Holders, pro rata among such holders on the basis of the number of securities requested to be included therein by each such Stockholder holder, and (B) second, Other Registrable Securities requested to be included in such offering to the extent permitted hereunder pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. Promptly (and in any event within one Business Day) following receipt of notification by the Company from the managing underwriter of a “range of prices at which such Registrable Securities are likely to be sold, the Company shall so advise each Piggyback Registration” and Eligible Holder requesting registration in such offering of such price. If any Piggyback Eligible Holder disapproves of the terms of any such requesting Stockholder that has not withdrawn underwriting (including the price offered by the underwriter(s) in such offering), such Piggyback Eligible Holder may elect to withdraw any or all of its Registrable Securities from therefrom, without prejudice to the rights of any such Piggyback Registration, a “Piggyback Stockholder” with respect Holder or Holders to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its include Registrable Securities from such in any future Piggyback Registration or other registration statement, by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days underwriters delivered on or prior to the effective date of the Registration Statement relating to such Piggyback Registration Statement. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the date estates and Family Members of any such partners/members and retired partners/members and any trusts for the benefit of any of the launch foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any pro rata reduction with respect to such “Piggyback Eligible Holder” shall be based upon the aggregate amount of the shelf take-down. securities carrying registration rights owned by all entities and individuals included in such “Piggyback Eligible Holder,” as defined in this sentence. (c) The Company may postpone (provided that Piggyback Stockholders are given shall have the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e)1.3 prior to the effective date of such Registration Statement, whether or not any Stockholder Piggyback Eligible Holder has elected to include Registrable Securities in such registration. No Registration Statement, without prejudice, however, to the right of the Holders immediately to request that such registration be effected as a registration under Section 1.2 to the extent permitted thereunder and subject to the terms set forth therein. (d) If a Piggyback Registration pursuant to this Section 1.3 involves an underwritten offering, the Company shall count as an Underwritten Shelf Take-Down have the right, in consultation with the Holders of a majority of the Registrable Securities included in such underwritten offering, to (i) determine the plan of distribution, including the price at which the Stockholders Registrable Securities are entitledto be sold and the underwriting commissions, discounts and fees and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) No registration effected under this Section 1.3 shall relieve the Company of its obligations to effect any registration of the sale of Registrable Securities upon request under Section 1.1 or Section 1.2 hereof and no registration effected pursuant to this Section shall be deemed to have been effected pursuant to Section 1.2 or Section 1.2.

Piggyback Registration. (a) If the Company proposes or is required at any time to file a registration statement register any Class A Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a registration on Form S-8 or Form S-4 (or any similar successor forms), or registrations in connection with dividend reinvestment and stock purchase plans), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 20 business days prior to the anticipated filing date of the registration statement or, in the case of an Existing Registration Statement, any prospectus supplement relating to such registration, to the Covered Persons, which notice shall offer the Covered Persons the opportunity to elect to register for resale the number of Registrable Securities held by Covered Persons as the Covered Persons may request (the “Maximum Covered Person Participation Amount”), subject to the provisions of Section 2.3(b) (a “Piggyback Registration”). If any Covered Person elects to participate in a Piggyback Registration, such Covered Person shall notify the Company at least 10 business days prior to any such anticipated filing date of its election to include Registrable Securities in such Piggyback Registration. Each Covered Person electing to so participate may elect to include in the Piggyback Registration, Piggyback Registrable Securities in an amount up to that number of Piggyback Registrable Securities then held by such Covered Person multiplied by a fraction, the numerator of which shall be the Maximum Covered Person Participation Amount and the denominator of which shall be the aggregate number of Piggyback Registrable Securities then held by all Covered Persons electing to participate in such Piggyback Registration; provided, that if any Covered Person elects not to participate in such Piggyback Registration up to its portion of the Maximum Covered Person Participation Amount as provided above, the other Covered Persons may elect to include in such Piggyback Registration additional Piggyback Registrable Securities in the same proportions as determined above; and provided further, that the participation of each Covered Person in any such Piggyback Registration shall be reduced (without duplication) by the aggregate number of Registrable Securities sold by such Covered Person and its Permitted Transferees pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act during the three (3) months prior to the initial filing date of such Piggyback Registration. The Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Covered Persons, to the extent necessary to permit the disposition of such Registrable Securities to be so registered, provided, that: (i) a Block Trade if such registration involves an Underwritten Public Offering, all such Covered Persons to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or any other selling person, as applicable, and (ii) an at-the-market offering)if, whether for at any time after giving notice of its own account or for intention to register any securities pursuant to this Section 2.3(a) and prior to the account of one or more securityholders effective date of the Companyregistration statement filed in connection with such registration or the filing date of any prospectus supplement to an Existing Registration Statement filed in connection with such registration, on a form and in a manner that would permit registration of the Registrable Securities, other than Company shall determine for any Special Registrationreason not to register such securities, the Company shall give written notice as promptly as practicableto all such Covered Persons and, but not later than ten (10) days prior thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.3 shall relieve the Company of its obligations to effect a Shelf Registration to the anticipated date extent required by Section 2.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of filing of such Registration Statement, or Registrable Securities and other securities intended to be included in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down andexceeds the largest number of Class A Shares that can be sold without having a material adverse effect on such offering, in including the case of each Stockholderprice at which such shares can be sold (the “Maximum Piggyback Offering Size”), the Company shall include in such registration, in the following priority, up to the Maximum Piggyback Offering Size: (i) first, the Company securities proposed to be registered for the account of the Company or, if such registration or shelf take-down is not for the sale of Company securities for the account of the Company but is to comply with the demand registration rights of third parties, the Company securities proposed to be registered pursuant to such demand registration rights of third parties; and (ii) second, all of such Stockholder’s Registrable Securities permitted to be included in such registration by Covered Persons and all Required Third-Party Piggyback Securities (subject allocated as between the Covered Persons that have elected to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from participate in such Piggyback Registration by giving written notice to in the Company aggregate and the managing underwriter(s)holders of Required Third-Party Piggyback Securities in the aggregate on a Pro Rata Basis, if any, at any time at least two (2) Business Days prior to and further allocated among the effective date of the Registration Statement relating to Covered Persons participating in such Piggyback Registration on a Pro Rata Basis based on their respective Proposed Participation Amount, in each case, as and if necessary to ensure that the offering does not to exceed the Maximum Piggyback Offering Size). (c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the date registration of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of any agreement between such postponed Piggyback Registration), terminate or withdraw Covered Person and any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf TakeOch-Down to which the Stockholders are entitledZiff entity.

Piggyback Registration. If (a) Following the Company expiration of the applicable Restricted Period with respect to the applicable Parent Shares issued to Stockholders pursuant to the Merger Agreement, whenever the Parent proposes or is required to file a registration statement register the offer and sale of any Parent Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) pursuant to a Block Trade registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) an at-the-market offeringpursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) pursuant to a registration statement filed in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more securityholders stockholders of the Company, on Parent and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company Parent shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) fifteen days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5registration statement) days prior to the anticipated shelf take-down, holders of Registrable Securities (by way of written notice to the Stockholders Stockholder Representative) of its intention to effect such a registration or shelf take-down and, in the case of each Stockholdersubject to Section 2(b) and Section 2(c), shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (that are not then subject to Section 2(h)) a Restricted Period with respect to which the Company Parent has received a written request from such Stockholder requests for inclusion therein from the holders of such Registrable Securities within three (3) ten days after the CompanyParent’s notice has been sent to the Stockholder Representative. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is given a Registration Statement on Form S-3 or the then appropriate form for an offering to such Stockholder be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Registration” Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of (through notice to the Stockholder Representative) and to participate in any such requesting Stockholder that has not withdrawn its Registrable Securities from offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Parent and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Parent and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or holders of Registrable Securities that are not any Stockholder has then subject to a Restricted Period have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall count include in such registration or takedown (i) first, the Parent Shares that the Parent proposes to sell; and (ii) second, the Parent Shares requested to be included therein by the holders of Registrable Securities that are not then subject to a Restricted Period and holders of Parent Shares other than holders of Registrable Securities that are not then subject to a Restricted Period, allocated pro rata among all such holders on the basis of the number of Registrable Securities that are not then subject to a Restricted Period and the number of Parent Shares other than Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis), as applicable, owned by all such holders or in such manner as they may otherwise agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an Underwritten Shelf Take-Down underwritten offering on behalf of a holder of Parent Shares other than Registrable Securities, and the managing underwriter advises the Parent in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the Stockholders number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include in such registration or takedown (i) first, the Parent Shares requested to be included therein by the holder(s) requesting such registration or takedown; and (ii) second, the Registrable Securities that are entitlednot then subject to a Restricted Period requested by the holders of Registrable Securities that are not then subject to a Restricted Period and the Parent Shares requested to be included therein by other holders of Parent Shares, allocated pro rata among all such holders on the basis of the number of Parent Shares other than the Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis) and the number of Registrable Securities that are not then subject to a Restricted Period, as applicable, owned by all such holders or in such manner as they may otherwise agree. (d) If any Piggyback Registration or Piggyback ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Parent, the Parent shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Purchasers on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement Registration Statement under the Securities Act or any other securities Laws with respect to an offering of any Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)Shares, whether or not for sale for its own account or for the account that of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, selling stockholder (other than a registration statement (i) on Form S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or any Special Registrationsimilar form under non-U.S. Laws or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall will give prompt written notice as promptly as practicable, but not later than ten of such proposed filing at least 10 Business Days before the anticipated filing date (10the “Piggyback Notice”) days prior to the anticipated date of filing of such Registration Statement, or in Investors. The Piggyback Notice will offer the case of a shelf take-down, no later than five (5) days prior Investors the opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all Registration Statement the number of such Stockholder’s Registrable Securities as they may request (a “Piggyback Registration”), subject to Section 2(h4.2(b)) . The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after by the Company’s notice is given Investors subject to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Section 4.2(b). The Investors will be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) five Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the Company and the holders of such Registrable Securities that, in their judgment, because of the size of the offering which the Investors, the Company and such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters deem relevant in its or their sole discretion, the timing and manner to effect the offering), then the amount of Registrable Securities to be offered for the accounts of the Investors will be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that Piggyback Stockholders are given if BW is also offering Common Shares in such offering pursuant to its registration rights under the option to withdraw their BW Investor Rights Agreement, then the amount of Registrable Securities from to be offered for the account of the Investors will be reduced to the extent necessary to reduce the total amount of Registrable Securities to be included in such postponed Piggyback Registration)offering to the amount recommended by such managing underwriter or underwriters, terminate or withdraw any Piggyback Registration under this Section 2(e)with such reduction made proportionally according to the ratio of (i) the aggregate number of Registrable Securities requested to be included in such offering by the Investors to (ii) the aggregate number of Registrable Securities requested to be included in such offering by both the Investors and BW; provided further that if Common Shares are being offered for the account of other Persons (other than BW) as well as the Company, whether or not any Stockholder has elected then the Common Shares intended to be offered for the account of such other Persons will be reduced pro rata to the extent necessary to permit the Investors to include all of their Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledoffering.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be included in such offering; provided, that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. If (a) Subject to 1.8(b) below, from and after the Stockholder Approval Date, neither the Company proposes or is required to file a registration statement under nor any of its security holders (other than the Securities Act with respect to an offering of Common Stock or similar equity Holders in such capacity pursuant hereto) may include securities of the Company, or the Company proposes a shelf take-down (in any registration statements other than (i) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any pursuant to a Special RegistrationRegistration or securities registered pursuant to the Original Registration Rights Agreement. (b) The Company may conduct a registered public offering with respect to a primary offering of Common Stock (such offering, the a “Primary Offering”). (c) The Company shall give prompt written notice as promptly as of the proposed filing of a registration statement (the “Primary Offering Registration Statement”) for any Primary Offering, which notice shall be given, to the extent reasonably practicable, but not no later than ten (10) days Business Days prior to the anticipated filing date of filing of such Registration Statement, or in (the case of a shelf take-down, no later than five (5“Piggyback Notice”) days prior to the anticipated shelf take-downSellers. The Piggyback Notice shall offer such Sellers the opportunity to include (or cause to be included) in such Primary Offering the number of shares of Registrable Securities as each such Seller may request (each, a “Piggyback Transaction”). Subject to Section 1.8(d), the Stockholders of its intention Company shall use commercially reasonable efforts to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Transaction all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect to such Request”) within five (5) Business Days after the date of the Piggyback Registration). In the Notice but in any event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least not later than two (2) Business Days Day prior to the effective filing date of the a Primary Offering Registration Statement relating related to such the Piggyback Registration or the date of the launch of the shelf take-downTransaction. The Company may postpone shall not be required to maintain the effectiveness of such Primary Offering Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Sellers of the Registrable Securities included in such Primary Offering Registration Statement. (d) The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Primary Offering to permit Sellers of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Seller’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Primary Offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (A) first, the securities proposed to be sold by the Company for its own account; (B) second, the Registrable Securities of the Sellers that have requested to participate in such Primary Offering, allocated pro rata among such Sellers on the basis of the Sellers’ then-current ownership of Registrable Securities; and (C) third, any other securities of the Company that have been requested to be included in such offering; provided that Piggyback Stockholders are given the option Sellers may, prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under underwritten public offering pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down Class A Shares (other than a registration statement filed for purposes other than capital raising activities or otherwise filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan) (i) each, a Block Trade or (ii) an at-the-market offering“Piggyback Registration Statement”), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request. Subject to Section 2.4(b), in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein (each, a “Piggyback Request”) within three four (34) Business Days after the date of the receipt by the Investor of the Piggyback Notice. Unless the Piggyback Registration Statement is governed by Section 2.1, the Company shall not be required to maintain the effectiveness of any Piggyback Registration Statement beyond the earlier of (x) one hundred and eighty (180) days after the Company’s notice is given effective date thereof and (y) consummation of the distribution by the Holders of all Registrable Securities included in such Piggyback Registration Statement. (b) If any of the securities to such Stockholder be registered pursuant to a Piggyback Registration Statement are to be sold in an Underwritten Offering (a “Piggyback Registration” and any Offering”), the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of such requesting Stockholder that has not withdrawn its Piggyback Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other Class A Shares included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Piggyback Registration, a “Piggyback Stockholder” with respect Offering advise the Company in writing that in its or their good faith opinion the number of securities requested to be included in such Piggyback RegistrationOffering (including by the Company) exceeds the number of securities which can be sold in such offering in light of market conditions without having an adverse effect on the success of such offering (including the price at which the securities can be sold). In , the event that a Stockholder makes Company will include in such written requestoffering only such number of securities as can be sold without adversely affecting the marketability of the offering, such Stockholder may withdraw which securities will be so included in the following order of priority: (i) first, the Class A Shares to be sold by the Company for its own account; (ii) second the Registrable Securities from such Piggyback Registration by giving written notice of the Aggregate Holders allocated among the Aggregate Holders in proportion (as nearly as practicable) to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date amount of Registrable Securities of the Registration Statement relating to such Piggyback Registration Company owned by each Aggregate Holder (or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such Holders).

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be Table of Contents included in such offering; provided, that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar other equity securities of the Companysecurities, whether or the Company proposes a shelf take-down not for sale or for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto, or (ii) an at-the-market offeringfiled solely in connection with any employee benefit plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall promptly notify the Investor of such proposal (the “Piggyback Notice”). Subject to Section 7.5(b) and (c), the Piggyback Notice shall offer the Investor the opportunity to include for registration in such registration statement the number of Registrable Securities, other than any Special Securities as it may request (a “Piggyback Registration”). Subject to Section 7.5(b) and (c), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior use commercially reasonable efforts to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in each such registration or shelf take-down Piggyback Registration all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to for which the Company has received from the Investor a written request from such Stockholder for inclusion therein within three five (35) days after Business Days following receipt of any Piggyback Notice by the Company’s notice is given Investor, which request shall specify the maximum number of Registrable Securities intended to such Stockholder (a “Piggyback Registration” be disposed of by the Investor and any such requesting Stockholder that has not withdrawn its the intended method of distribution thereof. The Investor shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement registration statement relating to such Piggyback Registration Registration. If the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the date Company with respect to offerings of Common Stock, all upon the launch of the shelf take-downterms and conditions set forth herein. The Company may postpone (provided that shall be required to maintain the effectiveness of the registration statement for a Piggyback Stockholders are given Registration for a period of 180 days after the option to withdraw their effective date thereof or such shorter period in which all Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities included in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledStatement have actually been sold.

Piggyback Registration. If (a) Whenever the Company proposes or is required to file a registration statement register any of its Ordinary Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade registration effected solely to implement an employee benefit plan or (ii) an atin connection with the registration of shares to be issued as consideration in a business combination or share exchange, or a registration statement on Forms F-4, ▇-the▇, ▇-market offering▇ or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more securityholders other shareholders of the Company, on a Company and the form and in a manner that would permit of Registration Statement to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company shall give prompt written notice as promptly as practicable, but not (in any event no later than ten fifteen (1015) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such a registration or shelf take-down and, in the case of each Stockholder, subject to Section 2.02(b) shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) held by the Shareholders with respect to which the Company has received a written request from such Stockholder requests for inclusion therein from any Shareholder within three fifteen (315) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder has been given; provided that has not withdrawn its the Company may limit the number of Registrable Securities from of a selling Shareholder under any or all Piggyback Registrations to the Ownership Ratio; and further provided that the Company, if requested by a demanding Shareholder, may in its sole discretion, include more than such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration)Shareholder’s Ownership Ratio. In The Company may postpone or withdraw the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such filing or the effectiveness of any Piggyback Registration by giving at any time in its sole discretion, upon written notice to the Shareholders, without prejudice, however, to the right of a Shareholder to immediately request that such registration be effected as a Demand Registration. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.01 of this Agreement. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Company and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of Ordinary Shares proposed to be included in such registration. No , including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per share of the Ordinary Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares that the Company proposes to sell, (ii) second, the number of Ordinary Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such Shareholders on the basis of the number of Registrable Securities owned by each such Shareholder or in such manner as they may otherwise agree; and (iii) third, the number of Ordinary Shares requested to be included therein by holders of Ordinary Shares (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration shall count is initiated as an Underwritten Shelf Takeunderwritten offering on behalf of a holder of Ordinary Shares other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Ordinary Shares proposed to be included in such registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per Common Share to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares requested to be included therein by the Shareholder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such Shareholders on the basis of the number of Ordinary Shares (on a Fully Diluted Basis) and the number of Registrable Securities, as applicable, owned by all such Shareholders or in such manner as they may otherwise agree; and (ii) second, the number of Ordinary Shares requested to be included therein by other holders of Ordinary Shares, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, however, that the holders of a majority of the Registrable Securities included in the registration may select an investment banking firm to act as the co-Down to which the Stockholders are entitledmanaging underwriter in connection with such offering.

Piggyback Registration. If (a) If, other than pursuant to Sections 2.1 and 2.2, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity and/or other securities of the Company, whether or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether not for sale for its own account or for the account of one a security holder or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, holders (other than a registration statement (i) solely on Form ▇-▇, ▇▇▇▇ ▇-▇ or any Special Registrationsuccessor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) for the purpose of effecting a Permitted Rights Offering), then the Company shall give prompt written notice as promptly as practicable, but not later than ten of such proposed filing at least thirty (1030) days prior before the anticipated filing date (the “Piggyback Notice”) to the anticipated date of filing of such Registration Statement, or in Holders. The Piggyback Notice shall offer the case of a shelf take-down, no later than five (5) days prior Holders the opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all statement (the “Piggyback Registration Statement”) the number of such Stockholder’s Registrable Securities (subject as they may request by submitting to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Inclusion Request”) within fifteen (15) days after delivery of the Piggyback Notice to the Holders. (b) Subject to Section 2.3(c) and Section 3(p), each Holder submitting a Piggyback Inclusion Request shall be entitled to have Registrable Securities included in the Piggyback Registration” , and the Company shall take such actions as are necessary to have such Holder's Registrable Securities included in any such requesting Stockholder that has not withdrawn its Piggyback Registration Statement and related prospectus or prospectus supplement or any amendment or supplement thereto. The Holders shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, Statement at any time at least two (2) Business Days prior to the effective date of the Piggyback Registration Statement. The Company shall be required to maintain the effectiveness of a Piggyback Registration Statement relating to for a period of one hundred and eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Piggyback Registration or Statement have actually been sold. (c) In the date of event that the launch of offering pursuant to a registration giving rise to the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration Holders' rights under this Section 2(e)2.3 is to be an underwritten public offering, whether or not any Stockholder has elected the Holders shall be permitted to include all Registrable Securities requested to be included in such registration. No Piggyback Registration registration in such offering on the same terms and conditions as any other shares of Common Stock and/or other securities, if any, of the Company included therein (for purposes of this Section 2.3, “Registrable Securities” shall count be deemed to mean solely securities of the same type as an Underwritten Shelf Take-Down those proposed to be offered by the Company for its own account or securities that will be converted into such securities in connection with the offering); provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with all U.S. Treasury Shares with respect to which the Stockholders are entitledCompany has received a U.S. Treasury Notice of Inclusion and all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the per share offering price, timing or distribution of the Registrable Securities to be so included together with all such U.S. Treasury Shares and Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such U.S. Treasury Shares and Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities, U.S. Treasury Shares and Other Securities shall be so included in the following order of priority: (i) first, any U.S. Treasury Shares with respect to which the Company has received a U.S. Treasury Notice of Inclusion, (ii) the securities that the Company proposes to sell, (iii) third, all Registrable Securities requested to be included by the Holders (allocated, if necessary, among all such Holders in the same proportion, as nearly as practicable, that the number of Registrable Securities included in each Holder's Piggyback Inclusion Request bears to the aggregate number of Registrable Securities included in Piggyback Inclusion Requests), and (iv) fourth, any Other Securities proposed to be included in the offering.

Piggyback Registration. If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or Trade, (ii) an at-the-market offeringoffering or (iii) a Shelf Take-Down by a Shareholder that is not an Underwritten Shelf Take-Down), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such StockholderShareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder Shareholder (a “Piggyback Registration” and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback StockholderShareholder” with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders Shareholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders Shareholders are entitled.

Piggyback Registration. If (a) If, at any time after the Initial Public Offering, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Companythen, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registrationeach such time, the Company shall give prompt written notice as promptly as practicable, but not later than ten of such proposed filing at least fifteen (1015) days prior to before the anticipated filing date (the “Piggyback Notice”) to all of filing the holders of Registrable Securities. The Piggyback Notice shall offer such Registration Statement, or in holders the case of a shelf take-down, no later than five (5) days prior opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all statement the number of such Stockholder’s Registrable Securities as each such holder may request (subject a “Piggyback Registration”). Subject to Section 2(h)2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three ten (310) days after the Company’s notice is Piggyback Notice has been given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two thirty (230) Business Days days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement relating to such for a Piggyback Registration or beyond the earlier to occur of (i) 120 days after the effective date thereof and (ii) consummation of the launch distribution by the holders of the shelf take-down. Registrable Securities included in such Registration Statement. (b) The Company may postpone (provided that Piggyback Stockholders are given shall use reasonable efforts to cause the option managing underwriter or underwriters of a proposed underwritten offering to withdraw their permit holders of Registrable Securities from requested to be included in the registration for such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that, in its view, the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration. No Piggyback , intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced 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 or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders. (c) The Company shall count as an Underwritten Shelf Take-Down not be required to which register any Registrable Securities pursuant to this Section 2 that are eligible for resale without volume limitations pursuant to Rule 144 promulgated under the Stockholders Securities Act or that are entitledthe subject of a then effective Registration Statement.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-▇, ▇▇▇▇ ▇-▇ ▇r any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. (i) If at any time the Company Partnership has not filed an Automatic Shelf Registration Statement in respect of Registrable Securities and proposes or is required to file a registration statement under the Securities Act with respect Registration Statement, other than pursuant to any Demand Registration, for an offering of Common Stock or similar equity securities Partnership Securities for cash (whether in connection with a public offering of Partnership Securities by the CompanyPartnership, a public offering of Partnership Securities by unitholders, or the Company proposes both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a shelf take-down (other than (i) a Block Trade transaction on Form S-4 or (ii) an at-the-market offeringoffering on any registration statement form that does not permit secondary sales), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company Partnership shall give written notice as promptly as practicable, but not later than ten (10) days prior notify all Holders eligible to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include participate in such registration or shelf take-down all of such Stockholder’s Registrable Securities offering (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (each a “Piggyback Registration” Eligible Holder”) of such proposal reasonably in advance of (and in any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Trading Days before) the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). The Partnership shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Partnership has received written requests from Piggyback Eligible Holders within three (3) Business Days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Partnership, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Partnership with respect to offerings of Partnership Securities, all upon the terms and conditions set forth herein. (ii) If the Registration Statement under which the Partnership gives notice under Section 2(b)(i) is for an underwritten offering, the Partnership shall so advise the Piggyback Eligible Holders of Registrable Securities. In such event, the right of any such Piggyback Eligible Holder to be included in a registration pursuant to this Section 2(b) shall be conditioned upon such Piggyback Eligible Holder’s participation in such underwriting and the inclusion of such Piggyback Eligible Holder’s Registrable Securities in the underwriting to the extent provided herein. All Piggyback Eligible Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Partnership. If the managing underwriter or managing underwriters of such offering advise the Partnership and the Piggyback Eligible Holders in writing that in their reasonable opinion the inclusion of all of the Piggyback Eligible Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Registrable Securities held by the Piggyback Eligible Holders that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have a material adverse effect on the timing or success of the offering, with any reduction in the amount of Registrable Securities to be registered applied pro-rata among all Piggyback Eligible Holders desiring to register Registrable Securities based on the number of Registrable Securities owned by each such Piggyback Eligible Holder of the class (or classes) for which registration is being sought and, as to any other holders of Partnership Securities who may be seeking to register such Partnership Securities, with such reduction applied first, subject to the rights of any holder that has priority by virtue of an any agreement approved in accordance with Section 2(f) below, to the amount of Partnership Securities sought to be registered by such other holders. If any Piggyback Eligible Holder disapproves of the terms of any such underwriting, such Piggyback Eligible Holder may elect to withdraw therefrom by written notice to the Partnership and the managing underwriter(s) delivered on or prior to the effective date time of pricing of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Piggyback Eligible Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Piggyback Eligible Holder, or the estates and family members of any such partners/members and retired partners/members and any trusts for the benefit of any of the Registration Statement relating foregoing Persons, shall be deemed to be a single “Piggyback Eligible Holder,” and any pro rata reduction with respect to such “Piggyback Registration or Eligible Holder” shall be based upon the date aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Piggyback Eligible Holder,” as defined in this sentence. (iii) The Partnership shall have the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e), 2(b) prior to the Effective Date of such Registration Statement whether or not any Stockholder Piggyback Eligible Holder has elected to include Registrable Securities in such registrationRegistration Statement. No Piggyback Registration The registration expenses of such withdrawn registration shall count as an Underwritten Shelf Take-Down to which be borne by the Stockholders are entitledPartnership in accordance with Section 4 hereof.

Piggyback Registration. If (a) Whenever the Company proposes or is required to file a registration statement register any of its Ordinary Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade registration effected solely to implement an employee benefit plan or (ii) an atin connection with the registration of shares to be issued as consideration in a business combination or share exchange, or a registration statement on Forms F-4, ▇-the▇, ▇-market offering▇ or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more securityholders other shareholders of the Company, on a Company and the form and in a manner that would permit of Registration Statement to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a "Piggyback Registration"), the Company shall give prompt written notice as promptly as practicable, but not (in any event no later than ten fifteen (1015) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such a registration or shelf take-down and, in the case of each Stockholder, subject to Section 2.02(b) shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) held by the Shareholders with respect to which the Company has received a written request from such Stockholder requests for inclusion therein from any Shareholder within three fifteen (315) days after the Company’s 's notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder has been given; provided that has not withdrawn its the Company may limit the number of Registrable Securities from of a selling Shareholder under any or all Piggyback Registrations to the Ownership Ratio; and further provided that the Company, if requested by a demanding Shareholder, may in its sole discretion, include more than such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration)Shareholder's Ownership Ratio. In The Company may postpone or withdraw the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such filing or the effectiveness of any Piggyback Registration by giving at any time in its sole discretion, upon written notice to the Shareholders, without prejudice, however, to the right of a Shareholder to immediately request that such registration be effected as a Demand Registration. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.01 of this Agreement. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Company and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of Ordinary Shares proposed to be included in such registration. No , including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per share of the Ordinary Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares that the Company proposes to sell, (ii) second, the number of Ordinary Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such Shareholders on the basis of the number of Registrable Securities owned by each such Shareholder or in such manner as they may otherwise agree; and (iii) third, the number of Ordinary Shares requested to be included therein by holders of Ordinary Shares (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration shall count is initiated as an Underwritten Shelf Takeunderwritten offering on behalf of a holder of Ordinary Shares other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Ordinary Shares proposed to be included in such registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per Common Share to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares requested to be included therein by the Shareholder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such Shareholders on the basis of the number of Ordinary Shares (on a Fully Diluted Basis) and the number of Registrable Securities, as applicable, owned by all such Shareholders or in such manner as they may otherwise agree; and (ii) second, the number of Ordinary Shares requested to be included therein by other holders of Ordinary Shares, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, however, that the holders of a majority of the Registrable Securities included in the registration may select an investment banking firm to act as the co-Down to which the Stockholders are entitledmanaging underwriter in connection with such offering.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, whether or the Company proposes a shelf take-down not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for then the account Company shall give prompt written notice of one or more securityholders such filing, which notice shall be given, to the extent reasonably practicable, no later than twenty (20) calendar days prior to the filing date (the “Piggyback Notice”) to the Purchasers on behalf of the Company, on a form and in a manner that would permit registration Holders of the Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, other than any Special Registrationa “Piggyback Registration Statement”). Subject to Section 1.8(b), the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein (each, a “Piggyback Request”) within three ten (310) calendar days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Piggyback Registration Statement. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) one hundred eighty (180) days after the Company’s notice is given to such Stockholder effective date thereof and (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registrationregistration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a “Piggyback Stockholder” with respect proposed underwritten offering to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration by giving written notice Request on the same terms and subject to the Company and the managing underwriter(s)same conditions as any other shares of capital stock, if any, at any time at least two of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (2i) Business Days prior first, the securities proposed to be sold by the Company for its own account and (ii) second, Registrable Securities proposed to be sold by the Holders in such offering and (iii) third, the securities of selling shareholders other than the Holders that have requested to participate in such offering (even if such other selling shareholders are party to an agreement with the Company related to the effective date registration of the Registration Statement relating to securities held by such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registrationshareholders), terminate allocated pro rata among such selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company) or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such selling shareholders.

Piggyback Registration. If If, at any time after the date of the Closing, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar common equity securities of the Company, or the Company proposes a shelf takeShelf Take-down Down (other than (i) a Block Trade or Trade, (ii) an at-the-market offering, or (iii) a Shelf Take-Down by a Shareholder that is not an Underwritten Shelf Take-Down), whether or not for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than which shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Shareholders of its intention to effect such registration or shelf take-down and, in the case of each StockholderShareholder, shall include in such registration or shelf take-down all of such StockholderShareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder Shareholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder Shareholder (a “Piggyback Registration” and any such requesting Stockholder Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback StockholderShareholder” with respect to such Piggyback Registration). In the event that a Stockholder Shareholder makes such written request, such Stockholder Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders Shareholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an a Demand Registration or Underwritten Shelf Take-Down to which the Stockholders Shareholders are entitled.

Piggyback Registration. If (a) Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if the Company proposes on or is required after the Registration Rights Effective Date to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable SecuritiesSecurities for sale for cash to the public under the Securities Act, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not which notice shall be given, no later than ten (10) days Business Days prior to the anticipated filing date (the “Piggyback Notice”) to the Holders of filing Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each registration statement in respect of which the Company provides a Piggyback Notice, a “Piggyback Registration Statement”). Subject to Section 1.7(b), or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration)registration statement. In the event that a Stockholder makes such written request, such Stockholder The Company may withdraw its a Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an Underwritten Offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration by giving written notice Request on the same terms and subject to the Company and the managing underwriter(s)same conditions as any other shares of capital stock, if any, at of the Company included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the Registrable Securities of the Holders and any time at least two (2) Business Days prior other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the effective date total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Registration Statement relating to such Piggyback Registration Company) or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such selling shareholders.

Piggyback Registration. If If, at any time after September 25, 2021, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, whether or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, Registration a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two three (23) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an a Demand Registration or Underwritten Shelf Take-Down to which the Stockholders are entitled.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be included in such offering; provided, that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. If If, at any time following the expiration of the thirty (30) day period beginning on the date hereof, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or Company of the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)Ordinary Shares, whether or not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable Securities, other than which, for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders TPG Shareholders of its intention to effect such registration or shelf take-down and, in the case of each StockholderTPG Shareholder, shall include in such registration or shelf take-down all of such StockholderTPG Shareholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder TPG Shareholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder TPG Shareholder that has not withdrawn its Registrable Securities from such Piggyback Registration, Registration a “Piggyback StockholderShareholder” with respect to such Piggyback Registration). In the event that a Stockholder TPG Shareholder makes such written request, such Stockholder TPG Shareholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder TPG Shareholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten a Demand Registration or Shelf Take-Down to which the Stockholders TPG Shareholders are entitled.

Piggyback Registration. If (i) If, at any time following the date that 180 days prior to the expiration of the Common Stock Transfer Period, the Company proposes or is required to file a registration statement Registration Statement under the Securities Act with respect to an offering of Common Stock or similar other equity securities of the Company, whether or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether not for sale for its own account or for the account of one or more securityholders of the Companyaccount, on a form and in a manner that would permit registration of the Registrable SecuritiesSecurities after the expiration of the transfer restrictions set forth in Section 7 of the Governance Agreement, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Holders of its intention to effect such registration or shelf take-down and, in the case of each StockholderHolder, shall include in such registration or shelf take-down all of such StockholderHolder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder Holder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder Holder that has not withdrawn its Registrable Securities from such Piggyback Registration, Registration a “Piggyback StockholderHolder” with respect to such Piggyback Registration). In the event that a Stockholder Holder makes such written request, such Stockholder Holder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e2(d), whether or not any Stockholder Holder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down a Demand Registration to which the Stockholders Holders are entitled. (ii) If the managing underwriter(s) of a registration of Common Stock or other equity securities giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Holders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of Common Stock or other equity securities proposed to be sold in such offering and Registrable Securities requested by such Piggyback Holders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to Common Stock or other equity securities requested to be included by the Company, (ii) second, to Registrable Securities requested by the Holders to be included in such Piggyback Registration and (iii) third, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

Piggyback Registration. (a) If at any time, the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities following the expiration of the CompanyLock-Up Period, or the Company proposes a shelf take-down of Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, whether or not for sale for its own account following the expiration of the Lock-Up Period (other than a registration statement (i) a Block Trade on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any merger or acquisition, amalgamation, scheme of arrangement, employee benefit, equity compensation, incentive or dividend reinvestment plan or a Block Trade), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give written notice as promptly as practicableof such filing or offering, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing or launch date (the “Piggyback Notice”) to each of the Stockholders Holders of its intention to effect such registration or shelf take-down and, Registrable Securities (except in the case of an offering that is an “overnight offering”, in which case such notice must be given no later than three (3) Business Days prior to the filing or launch date). The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement or offering the number of Registrable Securities as each Stockholdersuch Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.8(b), the Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (each a “Piggyback Registration” and Request”) promptly following delivery of the Piggyback Notice but in any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least no later than two (2) Business Days prior to the filing date of a Piggyback Registration Statement. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement relating to such Piggyback Registration or Statement, the date Company shall determine for any reason not to proceed with the proposed registration of the launch securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder that requested to participate in an offering initiated by the Company, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (b) If any of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given securities to be registered pursuant to the option registration giving rise to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration the rights under this Section 2(e)1.8 are to be sold in an underwritten offering, whether the Company shall use commercially reasonable efforts to cause the managing underwriter or not any Stockholder has elected underwriters selected by the Company of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering, and any Holders exercising piggyback rights will enter into an underwriting agreement with the managing underwriters and the Company setting forth such terms. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such registrationoffering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities then-owned by such Holders; (iii) third, any other securities of the Company that have been requested to be included in such offering. No Piggyback Registration For the avoidance of doubt, a piggyback sale shall not count as an Underwritten Shelf Take-Down to which against the Stockholders are entitledlimitations in Section 1.6(a).

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.8(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationeach, a “Piggyback Stockholder” with respect Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to such the filing date of a Piggyback Registration)Registration Statement. In The Company shall not be required to maintain the event that effectiveness of a Stockholder makes such written request, such Stockholder may withdraw its Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities from included in such Piggyback Registration by giving written notice registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company and shall use commercially reasonable efforts to cause the managing underwriter(s)underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, at of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account; (ii) second, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Holders; (iii) third, any time at least two (2) Business Days other securities of the Company that have been requested to be included in such offering; provided that Holders may, prior to the effective date earlier of the Registration Statement relating to such Piggyback Registration or the date (a) effectiveness of the launch of registration statement and (b) the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given time at which the option to offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their Registrable Securities from request to be included in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under registration pursuant to this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled1.8.

Piggyback Registration. If (a) The Parent shall notify the Company proposes or is required Shareholders in writing at least fifteen (15) days prior to file a the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Parent (including, but not limited to, registration statements relating to secondary offerings of securities of the Parent, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each Shareholder, subject to the terms of this Section 7.9, an offering opportunity to include in such registration statement all or part of such Piggyback Registrable Shares held by such Shareholder. Each Shareholder desiring to include in any such registration statement all or any part of the Piggyback Registrable Shares held by it (a "Piggyback Registering Shareholder") shall, within fifteen (15) days after the above-described notice from the Parent, so notify the Parent in writing. Such notice shall state the intended method of disposition of the Piggyback Registrable Shares by such Shareholder. If the registration statement under which the Parent gives notice under this paragraph (a) is for an underwritten offering, the Parent shall so advise the Shareholder. In such event, the right of any such Piggyback Registering Shareholder to be included in a registration pursuant to this paragraph (a) shall be conditioned upon such Shareholder's participation in such underwriting and the inclusion of such Shareholder's Piggyback Registrable Shares in the underwriting to the extent provided herein. All Piggyback Registering Shareholders proposing to distribute their Piggyback Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. If the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Parent; second, to the holders of shares of Parent Common Stock or similar equity securities that are contractually entitled to include such shares in such registration statement based on agreements in existence prior to the date hereof in accordance with the terms and cut-back provisions of such agreements; third, to the Piggyback Registering Shareholders on a pro rata basis based on the total number of shares of Parent Common Stock held by such Piggyback Registering Shareholders; and fourth, to any other shareholder of the Company, or the Company proposes a shelf take-down (other than (ia Shareholder) on a Block Trade or (ii) an at-the-market offering), whether pro rata basis. No such reduction shall reduce the securities being offered by the Parent for its own account or for to be included in the account of one or more securityholders registration and underwriting. If any Piggyback Registering Shareholder disapproves of the Company, on a form and in a manner that would permit registration terms of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from underwriting, such Piggyback Registration, a “Piggyback Stockholder” with respect Registering Shareholder may elect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration therefrom by giving written notice to the Company Parent and the managing underwriter(s)underwriter, if any, at any time delivered at least two ten (210) Business Days prior to the effective date of the Registration Statement relating registration statement. Any Piggyback Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Shareholder which is a partnership or corporation, the partners, retired partners and shareholders of such Shareholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single Shareholder, and any pro rata reduction with respect to such Piggyback Registration or Shareholder shall be based upon the date aggregate amount of the launch of the shelf take-downshares carrying registration rights owned by all entities and individuals included in such Shareholder as defined in this sentence. The Company may postpone (provided that Piggyback Stockholders are given Parent shall have the option right to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration registration initiated by it under this Section 2(e), paragraph (a) prior to the effectiveness of such registration whether or not any Stockholder Shareholder has elected to include Registrable Securities securities in such registration. No All rights of the Shareholders and obligations of the Parent under this paragraph (a) terminate upon the second anniversary of the Closing Date. (b) Notwithstanding the forgoing, (i) The Parent shall not be required to conduct an underwritten offering. (ii) The Parent shall have no obligation to include the Piggyback Registrable Shares owned by any Shareholder in a Registration Statement unless and until such Shareholder has furnished the Parent with all information and statements about or pertaining to such Shareholder in such reasonable detail and on such timely basis as is reasonably deemed by the Parent to be necessary or appropriate for the preparation of the Registration Statement. (iii) In connection with the filing of a Registration Statement, the Parent shall, subject to the other provisions of this Section 7.9: (1) use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof; (2) prepare and file with the SEC as promptly as is commercially reasonably practicable such amendments and supplements to the Registration Statement and the prospectus contained therein as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act until the earlier to occur of (A) six months after the effective date of such Registration Statement or the first anniversary of the Closing Date, whichever occurs later, or (B) the completion by the Piggyback Registering Shareholders of the distribution described in such Registration Statement; (3) furnish to the Shareholders the number of copies of such Registration Statement, each amendment and supplement thereto and each prospectus contained therein as the Shareholders may reasonably request; (4) use reasonable efforts to register or qualify such shares under the state blue sky or securities laws ("Blue Sky Laws") of such jurisdictions as the Shareholders reasonably request (and to keep such registrations and qualifications effective for so long as the Registration Statement is maintained effective), and to do any and all other acts and things that may be reasonably necessary or advisable to enable the Shareholders to consummate the disposition of such shares in such jurisdictions; provided, however, that the Parent will not be required to do any of the following: (i) qualify generally to do business in any jurisdiction where it would not be required but for this Section 7.9, (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to service of process in any such jurisdiction; (5) promptly notify the Shareholders at any time during the period that the Parent is required to keep the Registration Statement effective, of the occurrence of any event as a result of which such Registration Statement or the prospectus contained therein contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, and prepare a supplement or amendment to the Registration Statement or such prospectus so that, as thereafter delivered to the Parents of such shares, the Registration Statement will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (6) use commercially reasonable efforts to cause all such shares to be listed on the Nasdaq National Market System or such other exchanges on which shares of Parent Common Stock are then traded; and (7) have the right to defer such filing for a period of up to ninety (90) days, or such shorter period as may be required, if the Parent shall count furnish to the Shareholders a certificate signed by the Chairman of the Board of Directors of the Parent stating that the Board of Directors of the Parent has determined that (a) a material event has occurred or is likely to occur that has not been publicly disclosed and if disclosed could have a material adverse effect on the Parent or (b) the registration could materially interfere with any public offering of primary shares issued by the Parent or of secondary shares being registered pursuant to any registration rights in existence on the date of this Agreement, acquisition, disposition, corporate reorganization or other material transaction involving the Parent or its subsidiaries. (c) If, pursuant to this Section 7.9, the shares of Parent Common Stock owned by the Shareholders are included in a registration statement, then the Shareholders shall pay all transfer taxes, if any, relating to the sale of the shares of Parent Common Stock and the fees and expenses of its own counsel. (d) Except for the fees and expenses specified in paragraph (c) of this Section 7.9 and except as provided in this paragraph (d), the Parent shall pay all expenses incident to the registration and to the Parent's performance of or compliance with this Section 7.9, including, without limitation, all registration and filing fees, fees and expenses of compliance with Blue Sky Laws, printing expenses, messenger and delivery expenses, and fees and expenses of counsel for the Parent and all independent certified public accountants and other persons retained by the Parent. (e) In the event that the shares of Piggyback Registrable Shares owned by the Shareholders are sold by means of a registration statement pursuant to this Section 7.9, each Shareholder (for the purposes of this paragraph (e), individually the "Registration Indemnifying Person") agrees to indemnify and hold harmless the other Shareholders, the Parent, each of the Parent's and such other Shareholders' officers and directors, and each Person, if any, who controls or may control the Parent or such other Piggyback Registering Shareholders within the meaning of the Securities Act (for the purposes of this paragraph (e), the other Piggyback Registering Shareholders, the Parent, such officers and directors, and any such other Persons being referred to individually as a "Registration Indemnified Person") from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and disbursements, asserted against, resulting to, imposed upon, or incurred by such Registration Indemnified Person, directly or indirectly (collectively, referred to for purposes of this paragraph (e) and the corresponding provision of paragraph (f) below in the singular as a "Registration Claim"), based upon, arising out of, or resulting from (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement (including any preliminary or final prospectus contained therein or any amendments or supplements thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (2) any violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with such registration and sale of securities, in each case to the extent (but only to the extent) that such Registration Claim is based upon, arises out of or results from any untrue statement or omission based upon information furnished to the Parent by such Piggyback Registering Shareholder in a written document for use in connection with the registration statement; and each such Piggyback Registering Shareholder will pay, PAGE 66 as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this paragraph (e) in connection with investigating or defending any such Registration Claim. (f) The Parent (for the purposes of this paragraph (f), the "Registration Indemnifying Person") agrees to indemnify and hold harmless each Piggyback Registering Shareholder participating in the distribution of shares of Parent Common Stock pursuant to a registration statement, (for the purposes of this paragraph (f), the Piggyback Registering Shareholders and any such other persons also being referred to individually as an Underwritten Shelf Take-Down "Registration Indemnified Person") from and against all Registration Claims based upon, arising out of, or resulting from (x) any untrue statement or alleged untrue statement of a material fact contained in the registration statement or any omission or alleged omission to state therein a material fact necessary in order to make the statement made therein, in the light of the circumstances under which they were made, not misleading, or (y) any violation or alleged violation of the Stockholders are entitledSecurities Act or the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act or the Exchange Act or any state securities law in connection with such registration and sale of securities, provided that Parent will not be liable in any such case to the extent that any such Registration Claim arises out of or results from any untrue statement or omission based upon information furnished to the Parent by the Piggyback Registering Shareholders in a written document provided by the Shareholders for use in connection with the registration statement; and the Parent will pay to each such Piggyback Registering Shareholder or controlling Person, as incurred, any legal or other expenses reasonably incurred thereby in connection with investigating or defending any such Registration Claim. The foregoing indemnity will not inure to the benefit of any Piggyback Registering Shareholder to the extent that a prospectus relating to the shares of Parent Common Stock was required to be delivered by such Shareholder under the Securities Act and the Claim results from the fact that there was not sent or given to the Parent of the Piggyback Registrable Shares, at or prior to the written confirmation of the sale of such Piggyback Registrable Shares to such Parent, a copy of the prospectus if the Parent had previously furnished copies thereof to such Registering Shareholder. (g) The indemnification set forth herein shall be in addition to any liability the Parent or the Piggyback Registering Shareholders may otherwise have in connection with any registration of the Piggyback Registrable Shares. Within a reasonable time after receiving definitive notice of any Registration Claim in respect of which a Registration Indemnified Person may seek indemnification under this Section 7.9, such Registration Indemnified Person shall submit written notice thereof to such Registration Indemnifying Person(s). The failure of the Registration Indemnified Person so to notify the Registration Indemnifying Person(s) of any such Registration Claim shall not relieve the Registration Indemnifying Person(s) from any liability it may have hereunder except to the extent that (1) such liability was caused or increased by such omission, or (2) the ability of the Registration Indemnifying Person(s) to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Registration Indemnified Person so to notify the Registration Indemnifying Person(s) of any such Claim shall not relieve the Registration Indemnifying Person(s) from any liability it may have otherwise than hereunder. The Registration Indemnifying Person(s) shall have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise, or settlement (without admitting liability of the Registration Indemnifying Person(s)) of any such Registration Claim asserted, such defense, compromise, or settlement to be undertaken at the expense and risk of the Registration Indemnifying Person(s), and the Registration Indemnified Person shall have the right to engage separate counsel, at its own expense, which counsel for the Registration Indemnifying Person(s) shall keep informed and consult with in a reasonable manner; provided, however, that the Registration Indemnified Person(s) shall have the r

Piggyback Registration. (a) If the Company proposes or is required intends to file a Registration Statement covering a primary or secondary offering of any of its Common Stock, Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock, Warrants or Other Securities, whether or not the sale for its own account, (other than a registration (i) pursuant to a registration statement under the Securities Act with respect on Form S-8 (or other registration solely relating to an offering or sale of Common Stock securities pursuant to any employee stock plan or similar equity securities of the Companyother employee benefit arrangement), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringpursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145), whether for its own account or for the account of one (iii) in connection with any dividend or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registrationdistribution reinvestment or similar plan), the Company shall give written notice as will promptly as practicable, but not later than (and in any event at least ten (10) days prior Business Days before the anticipated filing date) give written notice to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Holders of its intention to effect such a registration. The Company will effect the registration or shelf take-down and, in under the case Securities Act of each Stockholder, shall include all Registrable Securities that the Holder(s) request(s) be included in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that ”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company Registration Statement pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has not withdrawn its been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3. There shall be no limit to the number of Piggyback Registrations pursuant to this Section 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the date number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the launch offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of the shelf take-downHolders who have requested inclusion of Registrable Securities pursuant to this Section 3, pro rata on the basis of the aggregate number of such securities or shares owned by each such Person, or as such Holders may otherwise agree, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. The Company shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. No Holder may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw participate in any Piggyback Registration underwritten registration under this Section 2(e), whether or not any Stockholder has elected 3 unless such ▇▇▇▇▇▇ (i) agrees to include sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockup agreements and other documents reasonably required under the terms of such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledunderwriting arrangements.

Piggyback Registration. 4.1 If at any time from and after the date hereof, the Company proposes or is required shall determine to file a registration statement under the Securities Act with respect to an offering register any of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)its securities, whether for sale for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securitiesany other Person, other than registration statements relating to (i) employee, consultant or distributor compensation or incentive arrangements, including employee benefit plans, or (ii) acquisitions or any Special Registrationtransaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Purchasers written notice thereof and include in such registration statement (a "Piggyback Registration Statement") and in any underwriting involved therein, all Registrable Securities (the "Piggyback Registrable Securities") specified in a written request made by each Purchaser (a "Piggyback Request") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. 4.2 If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall give so advise the Purchasers as a part of the written notice as promptly as practicablegiven pursuant to Section 4.1. In such event, but not later than ten the right of a Purchaser to registration pursuant to this Section 4 (10) days prior or to the anticipated date of filing of such Registration Statement, or participate in an underwritten take down in the case of a an unallocated or universal shelf take-down, no later than five (5registration) days prior shall be conditioned upon the agreement of the Purchaser to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, extent provided herein. The Purchasers shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) together with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by giving the Company. If a Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter(sunderwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement. 4.3 Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten (a "Piggyback Market Cut-Back"), the Company shall include in the registration (i) in the event that such registration is on behalf of shareholders of the Company having demand registration rights under other agreements with the Company (A) first, the securities requested to be registered by such other shareholders, and (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, at any time at least two (2) Business Days prior requested to be included by others having these rights, pro rata among the holders of Piggyback Registrable Securities which are to be registered and sold pursuant to the effective date Piggyback Registration Statement and others exercising these rights, on the basis of the Registration Statement relating number of securities requested to be included by the holders of such Piggyback Registration or Registrable Securities and the date others exercising these rights; and (ii) in the event that such registration is on behalf of the launch of Company, (A) first, the shelf take-down. The securities that the Company may postpone (provided that Piggyback Stockholders are given the option proposes to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled.sell,

Piggyback Registration. (a) If at any time after the Company proposes 18-month anniversary date of this Agreement, Catapult shall determine to register any of its equity or is required equity-linked securities (other than registration statements relating to file a registration statement (i) employee, consultant or distributor compensation or incentive arrangements (including employee benefit plans), or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act (or any successor rule with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringeffect), whether for its own account or for the account of one or more securityholders of the Companythen Catapult will promptly give Tekelec written notice thereof and include in such Catapult-initiated, on non-shelf, registration statement (a form "Piggyback Registration Statement"), and in a manner that would permit registration of the any underwriting involved therein, all Registrable Securities, other than any Special Registration, (the Company shall give "Piggyback Registrable Securities") specified in a written notice as promptly as practicable, but not later than ten request made by Tekelec (10a "Piggyback Request") days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than within five (5) business days prior after receipt of such written notice from Catapult. (b) If the Piggyback Registration Statement of which Catapult gives notice is for an underwritten offering, Catapult shall so advise Tekelec as a part of the written notice given pursuant to Section 3.2(a). In such event, the right of Tekelec to registration pursuant to this Section 3.2 shall be conditioned upon the agreement of Tekelec to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the anticipated shelf take-downextent provided herein. Tekelec shall (together with Catapult and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by Catapult. (c) Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to the Stockholders of its intention to effect such registration or shelf take-down anda Piggyback Request determine, in their sole discretion that, after including all the case shares to be offered by Catapult and all the shares of each Stockholder, shall include in such any other Persons entitled to registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” rights with respect to such Piggyback RegistrationRegistration Statement (pursuant to other agreements with Catapult, of which there are none as of the date of this Agreement), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten, the managing underwriters of such offering may exclude any and all of the Piggyback Registrable Securities (a "Piggyback Market Cut-Back"). In the event of a Piggyback Market Cut Back, the number of shares of registrable securities that a Stockholder makes may be so included in the registration shall be allocated among the holders requesting inclusion of shares pro rata on the basis of the number of shares of registrable securities held by such holders. If any holder of shares to be included in such registration does not request inclusion of the maximum number of shares of registrable securities allocated to him pursuant to the above-described procedure, the remaining portion of his or her allocation shall be reallocated among those requesting holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of registrable securities held by such holders, and this procedure shall be repeated until all of the shares of registrable securities which may be included in the registration on behalf of the holders have been so allocated. If Tekelec disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written requestnotice to Catapult and the managing underwriters. To facilitate the allocation of shares in accordance with the above provisions, such Stockholder Catapult or the underwriters may withdraw its round the number of shares allocated to any holder to the nearest one hundred (100) shares. Any Piggyback Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such Piggyback Registration by giving written notice Statement. (d) Except to the Company extent specifically provided in this Section 3.2, the procedures to be followed by Catapult and Tekelec, and the managing underwriter(s)respective rights and obligations of Catapult and Tekelec, if any, at any time at least two (2) Business Days prior with respect to the effective date distribution of the any Piggyback Registrable Securities by Tekelec pursuant to any Piggyback Registration Statement relating filed by Catapult shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. (e) Notwithstanding the foregoing, however, nothing in this Section 3.2, or any other provision of this Agreement, shall be construed to limit the date absolute right of Catapult, for any reason and in its sole discretion: (i) to delay, suspend or terminate the launch filing of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not Statement; (ii) to delay the effectiveness of any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down Statement; (iii) reduce the total number of securities to which the Stockholders are entitledbe distributed pursuant to any Piggyback Registration Statement; or (iv) to withdraw such Piggyback Registration Statement.

Piggyback Registration. 4.1 If at any time from and after the date hereof, the Company proposes or is required shall determine to file a registration statement under the Securities Act with respect to an offering register any of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)its securities, whether for sale for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securitiesany other Person, other than registration statements relating to (i) employee, consultant or distributor compensation or incentive arrangements, including employee benefit plans, or (ii) acquisitions or any Special Registrationtransaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Purchasers written notice thereof and include in such registration statement (a "Piggyback Registration Statement") and in any underwriting involved therein, all Registrable Securities (the "Piggyback Registrable Securities") specified in a written request made by each Purchaser (a "Piggyback Request") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. 4.2 If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall give so advise the Purchasers as a part of the written notice as promptly as practicablegiven pursuant to Section 4.1. In such event, but not later than ten the right of a Purchaser to registration pursuant to this Section 4 (10) days prior or to the anticipated date of filing of such Registration Statement, or participate in an underwritten take down in the case of a an unallocated or universal shelf take-down, no later than five (5registration) days prior shall be conditioned upon the agreement of the Purchaser to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, extent provided herein. The Purchasers shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) together with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form with the underwriter or underwriters selected for such underwriting by giving the Company. If a Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter(sunderwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement. 4.3 Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten (a "Piggyback Market Cut-Back"), the Company shall include in the registration (i) in the event that such registration is on behalf of shareholders of the Company having demand registration rights under other agreements with the Company (A) first, the securities requested to be registered by such other shareholders, and (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, at any time at least two (2) Business Days prior requested to be included by others having these rights, pro rata among the holders of Piggyback Registrable Securities which are to be registered and sold pursuant to the effective date Piggyback Registration Statement and others exercising these rights, on the basis of the Registration Statement relating number of securities requested to be included by the holders of such Piggyback Registrable Securities and the others exercising these rights; and (ii) in the event that such registration is on behalf of the Company, (A) first, the securities that the Company proposes to sell, (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of the Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration or Statement and others exercising these rights, on the date basis of the launch number of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from requested to be included by holders of such postponed Piggyback Registration)Registrable Securities, terminate or withdraw and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Purchasers included in the underwriting on behalf of the Company (together with any other securities of the Purchasers being included in the underwriting pursuant to other agreements with the Company) be reduced below thirty percent (30%) of the total amount of securities included in such offering. 4.4 Except to the extent specifically provided in this Section 4 hereof, the procedures to be followed by the Company and the Purchasers, and the respective rights and obligations of the Company and the Purchasers, with respect to the distribution of any Piggyback Registrable Securities by the Purchasers pursuant to any Piggyback Registration under Statement filed by the Company shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. 4.5 Notwithstanding the foregoing, however, nothing in this Section 2(e)4, whether or not any Stockholder has elected other provision of this Agreement, shall be construed to include Registrable Securities limit the absolute right of the Company, for any reason and in such registration. No its sole discretion (i) to delay, suspend or terminate the filing of any Piggyback Registration shall count as an Underwritten Shelf Take-Down Statement; (ii) to which delay the Stockholders are entitledeffectiveness of any Piggyback Registration Statement; or (iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration. If (a) Whenever the Company proposes or is required to file a registration statement register the offer and sale of any shares of its Common Stock under the Securities Act with respect (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering of Common Stock or similar equity securities sale to employees or directors of the CompanyCompany pursuant to any employee stock plan or other employee benefit arrangement), or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offeringpursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more securityholders stockholders of the Company, on Company and the form of Registration Statement (a form and in a manner that would permit “Piggyback Registration Statement”) to be used may be used for any registration of the Registrable Securities, other than any Special Securities (a “Piggyback Registration”), the Company shall give prompt written notice as promptly as practicable, but not (in any event no later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders holders of Registrable Securities of its intention to effect such a registration or shelf take-down and, in the case of each Stockholder, and shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein from the holders of Registrable Securities within three ten (310) days after the Company’s notice is has been given to each such Stockholder holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Registration” Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any such requesting Stockholder that has not withdrawn its Registrable Securities from offering under such Piggyback Registration, Shelf Registration Statement (a “Piggyback Stockholder” with respect to such Piggyback RegistrationShelf Takedown”). In the event that . (b) If a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at underwriter advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any time at least two (2) Business Days prior to such registration or takedown would adversely affect the effective date price per share of the Registration Statement relating Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the date managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown exceeds the number of shares of Common Stock which can be sold in such offering and/or would adversely affect the price per share of the launch Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the shelf take-down. The Company number of shares of Common Stock and Registrable Securities, as applicable, owned by all such holders or in such manner as they may postpone otherwise agree; and (provided that Piggyback Stockholders are given ii) second, the option shares of Common Stock requested to withdraw their Registrable Securities from be included therein by other holders of Common Stock, allocated among such postponed Piggyback Registration), terminate or withdraw holders in such manner as they may agree. (d) If any Piggyback Registration under this Section 2(e)or Piggyback S▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Company, whether the Company shall select the investment banking firm or not any Stockholder has elected firms to include Registrable Securities act as the managing underwriter or underwriters in connection with such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledoffering.

Piggyback Registration. If (a) Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Companyconvertible into, or the Company proposes a shelf take-down exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) a Block Trade on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an at-the-market offeringexchange offer or any employee benefit or dividend reinvestment plan), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable SecuritiesSecurities for sale for cash to the public under the Securities Act (a “General Common Stock Offering”), other than any Special Registration, then the Company shall give prompt written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statementfiling, or in the case of a shelf take-downwhich notice shall be given, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Holders of its intention Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request (each, in a “Piggyback Registration Statement”). Subject to Section 1.7(b), the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein (each, a “Piggyback Request”) within three (3) days Business Days after the Company’s notice is given to such Stockholder (a “date of the Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback RegistrationNotice; provided, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written requestthat, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to if the Company receives an initial inquiry, offer or advice to consider a General Common Stock Offering to be consummated in less than five (5) Business Days following such initial inquiry, offer or advice, it shall as promptly as possible, and the managing underwriter(s), if any, at in any time at least event no later than two (2) Business Days prior to the effective date filing date, give a Piggyback Notice to the Holders of Registrable Securities, and the Company shall include in each Piggyback Registration Statement relating any Piggyback Request received no later than one (1) Business Day prior to the filing date. In the case of a REIT equity offering or an overnight issuance, the Company will provide a Piggyback Notice to the Holders within two (2) Business Days of such filing, and shall include the Registrable Securities requested to be included by the Holders in any Piggyback Registration or Requests the Company receives within one (1) Business Day after the date of the launch Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the shelf take-downdistribution by the Holders of the Registrable Securities included in such registration statement. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any a Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 2(e)1.7 are to be sold in an Underwritten Offering, whether the Company shall use commercially reasonable efforts to cause the managing underwriter or not any Stockholder has elected underwriters of a proposed Underwritten Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such registration. No Piggyback Registration offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its own account and (ii) second, the Registrable Securities of the Holders and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company) or in such other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such selling shareholders.

Piggyback Registration. If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Stockholder*s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s Company*s notice is given to such Stockholder (a “Piggyback Registration” Registration and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” Stockholder with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down Class A Shares (other than a registration statement filed for purposes other than capital raising activities or otherwise filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan) (i) each, a Block Trade or (ii) an at-the-market offering“Piggyback Registration Statement”), whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, then the Company shall give prompt written notice as promptly as practicableof such filing, but not later than ten (10) days prior which notice shall be given, to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-downextent reasonably practicable, no later than five (5) days Business Days prior to the anticipated shelf take-down, filing date (the “Piggyback Notice”) to the Stockholders Investor on behalf of its intention the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to effect include (or cause to be included) in such registration or shelf take-down andstatement the number of shares of Registrable Securities as each such Holder may request. Subject to Section 2.4(b), in the case of each Stockholder, Company shall include in such registration or shelf take-down each Piggyback Registration Statement all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein (each, a “Piggyback Request”) within three four (34) Business Days after the date of the receipt by the Investor of the Piggyback Notice. Unless the Piggyback Registration Statement is governed by Section 2.1, the Company shall not be required to maintain the effectiveness of any Piggyback Registration Statement beyond the earlier of (x) one hundred and eighty (180) days after the Company’s notice is given effective date thereof and (y) consummation of the distribution by the Holders of all Registrable Securities included in such Piggyback Registration Statement. (b) If any of the securities to such Stockholder be registered pursuant to a Piggyback Registration Statement are to be sold in an Underwritten Offering (a “Piggyback Registration” and any Offering”), the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of such requesting Stockholder that has not withdrawn its Piggyback Offering to permit Holders of Registrable Securities from who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other Class A Shares included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Piggyback Registration, a “Piggyback Stockholder” with respect Offering advise the Company in writing that in its or their good faith opinion the number of securities requested to be included in such Piggyback RegistrationOffering (including by the Company) exceeds the number of securities which can be sold in such offering in light of market conditions without having an adverse effect on the success of such offering (including the price at which the securities can be sold). In , the event that a Stockholder makes Company will include in such written requestoffering only such number of securities as can be sold without adversely affecting the marketability of the offering, such Stockholder may withdraw which securities will be so included in the following order of priority: (i) first, the Class A Shares to be sold by the Company for its own account; (ii) second the Registrable Securities from such Piggyback Registration by giving written notice of the Holders allocated among the Holders in proportion (as nearly as practicable) to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date amount of Registrable Securities of the Registration Statement relating to such Piggyback Registration Company owned by each Holder (or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration other proportions as shall count as an Underwritten Shelf Take-Down mutually be agreed to which the Stockholders are entitledby such Holders).

Piggyback Registration. If the Company proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company Rio Grande at any time proposes a shelf take-down (other Registered Public Offering, it will, as soon as practicable but no less than (i) a Block Trade or (ii) an at-the-market offering)30 days prior to filing the registration statement, whether for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior to the anticipated date all holders of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Registrable Securities of its intention to effect do so (stating the intended method of disposition of such registration or shelf take-down andsecurities). Upon the written request of any holders of Registrable Securities given within 20 days after transmittal by Rio Grande to the holders of such notice, Rio Grande will, subject to the limits contained in the case this Section 2.2, use its best efforts to cause those Registrable Securities of each Stockholder, shall include said requesting holders to be included in such registration statement; provided, however that if the underwriter managing such registration determines in good faith that market or shelf take-down all economic conditions limit the amount of such Stockholder’s securities which may reasonably be expected to be sold, Rio Grande may limit the number of shares of Common Stock included by persons other than Rio Grande, including, without limitation, the Registrable Securities (subject the "Piggyback Stock") to Section 2(h)) with respect be included in such registration and the holders of the Piggyback Stock will be allowed to which register their Piggyback Stock pro rata based on the Company has received a written request from number of shares of Piggyback Stock held by such Stockholder for inclusion therein within three (3) days after holders, respectively. If any holder of Piggyback Stock disapproves of the Company’s notice is given to such Stockholder (a “Piggyback Registration” and terms of any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registrationunderwriting, a “Piggyback Stockholder” with respect he may elect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration therefrom by giving written notice to the Company Rio Grande and the managing underwriter(sunderwriter. If, by the withdrawal of such Piggyback Stock, a greater number of Piggyback Stock held by other holders of Piggyback Stock may be included in such registration (up to the limit imposed by the underwriters), if anyRio Grande shall offer to all holders of Piggyback Stock who have included Piggyback Stock in the registration the right to include additional Piggyback Stock, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such pro rata. Any Piggyback Registration Stock excluded or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities withdrawn from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in underwriting shall be withdrawn from such registration. No Piggyback Registration Rio Grande shall count as an Underwritten Shelf Take-Down be under no obligation to which the Stockholders are entitledcomplete any offering of its securities it proposes to make and shall incur no liability to any holder of Registrable Securities for its failure to do so.

Piggyback Registration. If (a) Whenever the Company proposes or is required proposes, other than an Excluded Registration, (i) to file a registration statement register any of its Common Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)Act, whether for its own account or for the account of one or more securityholders shareholders of the Company, on a and the registration form and in a manner that would permit to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), or (ii) to file a prospectus supplement to an effective shelf registration statement relating to the Registrable Securities, other than any Special Registrationsale of equity securities of the Company (a “Piggyback Takedown”), the Company shall give written notice as promptly as practicable, prompt (but not later in no event less than ten (10) days prior to before the anticipated filing date of filing such registration statement or such prospectus supplement) written notice to all holders of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders Registrable Securities of its intention to effect such a registration or shelf take-down andfiling, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to all holders of Registrable Securities the case opportunity to register the same of each Stockholdersuch number of Registrable Securities as such holders may request in writing within five (5) days after receipt of such written notice from the Company. The Company shall, shall subject to Section 3(b), include in such registration or shelf take-down offering all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three five (35) days after the receipt of the Company’s notice is given to such Stockholder (notice. The Company may postpone or withdraw the filing or the effectiveness of a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written at any time in its sole discretion upon reasonable notice to any participating holders. (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to underwriter advises the effective date Company and the holders of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw (if any Piggyback Registration under this Section 2(e), whether or not any Stockholder has holders of Registrable Securities have elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Common Shares proposed to be included in such registration or takedown, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Shares to be sold in such offering, the Company shall count include in such registration or takedown (i) first, the Common Shares that the Company proposes to sell; (ii) second, the Common Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as an Underwritten they may otherwise agree; and (iii) third, the Common Shares requested to be included therein by holders of Common Shares other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. (c) If any Piggyback Registration or Piggyback Shelf Take-Down Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to which act as the Stockholders are entitledmanaging underwriter or underwriters in connection with such offering.

Piggyback Registration. (i) Registration Statement on behalf of the Company. If at any time the Company proposes or is required to (A) file a Registration Statement for the purpose of conducting an underwritten Public Offering or (B) conduct an underwritten Public Offering constituting a “takedown” (including a Bought Deal) of Common Shares (a “Piggyback Takedown”) under a shelf registration statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than a Shelf Registration Statement pursuant to Section 1(a)) filed by the Company (i) as the case may be, a Block Trade or (ii) an at-the-market offering“Piggyback Offering”), whether for its own account or and the registration form to be used may be used for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special Registration, the Company shall give prompt written notice as promptly as practicable(the “Piggyback Notice”) to all Holders of Registrable Securities (collectively, but the “Piggyback Eligible Holders”) of the Company’s intention to conduct such underwritten Public Offering. The Piggyback Notice shall be given, (i) in the case of a Piggyback Offering that is a Piggyback Takedown, not later earlier than ten (10) days prior to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later Business Days and not less than five (5) days Business Days, in each case under this clause (i), prior to the anticipated shelf take-down, to the Stockholders expected date of its intention to effect commencement of marketing efforts for such registration Piggyback Takedown; or shelf take-down and, (ii) in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such other Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two not less than five (25) Business Days prior to the effective expected date of the Registration Statement relating to commencement of marketing efforts for such Piggyback Registration Takedown. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include in such Piggyback Offering the number of Registrable Securities of the same class and series as those proposed to be, as applicable, registered and/or offered pursuant to a Piggyback Takedown, as they may request, subject to Section 1(d)(ii) (a “Piggyback Registration”). Subject to Section 1(d)(ii), the Company shall include in each such Piggyback Offering such Registrable Securities for which the Company has received written requests (each, a “Piggyback Request”) for inclusion therein from Piggyback Eligible Holders within (x) in the case of a Bought Deal, two (2) Business Days, (y) in the case of any other Piggyback Takedown, three (3) Business Days; or (z) otherwise, five (5) Business Days, in each case after the date of the launch Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until such periods have elapsed and the inclusion of all such securities so requested, subject to Section 1(d)(ii). If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Offering thereafter filed by the shelf take-downCompany, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Offerings or Registration Statements as may be filed by the Company with respect to offerings of Registrable Securities, all upon the terms and conditions set forth herein. The Company may postpone (provided that Piggyback Stockholders are given shall use its commercially reasonable efforts to, as applicable, effect the option to withdraw their registration under the Securities Act of all Registrable Securities from such postponed which the Company has been so requested to register pursuant to the Piggyback Registration)Requests, terminate or withdraw any Piggyback otherwise take all steps necessary, including by effecting a takedown under the Shelf Registration under this Section 2(e)Statement, whether or not any Stockholder has elected to include such Registrable Securities in such registrationthe Piggyback Offering, to the extent required to permit the disposition of the Registrable Securities so requested to be registered. No There is no limitation on the number of Piggyback Registration shall count as an Underwritten Shelf Take-Down Registrations pursuant to which this paragraph that the Stockholders are entitledCompany is required to effect.

Piggyback Registration. (i) If at any time after 180 days after the Closing Date when there is not an effective Shelf Registration Statement covering all the Registrable Securities the Company proposes or is required to file a registration statement register any of its securities under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)Act, whether for its own account or for the account of one shareholders other than the Holders (other than a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or more securityholders a registration on Form S-4), the Company shall give the Holders notice of such proposed registration (a “Piggyback Registration”) at least 30 days prior to the filing of a registration statement in connection therewith. At the written request of any Holder delivered to the Company within 15 days after the receipt of the notice from the Company, on a form and which request shall state the number of Registrable Securities that such Holder wishes to sell or distribute publicly in a manner that would permit registration of the Registrable Securities, other than any Special Piggyback Registration, the Company shall give written notice effect the registration under the Securities Act of the Registrable Securities requested to be included in the Piggyback Registration (the “Piggyback Securities”) as promptly expeditiously as practicable, but not later than ten (10) days prior possible and use its commercially reasonable efforts to have such registration become and remain effective as provided in Section 3(c). Each Holder of Piggyback Securities shall be permitted to withdraw all or any part of the anticipated date of filing Piggyback Securities of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request Holder from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of such Piggyback Registration; provided, in the case of an underwritten offering, that such Holder is permitted to do so by the managing underwriters or pursuant to any agreement with such managing underwriters. (ii) No Holder shall be entitled to include any Registrable Securities in any underwritten Piggyback Registration Statement relating unless such Holder shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the securities (other than Piggyback Securities) to be included in such Piggyback Registration. If a Piggyback Registration is to cover, in whole or in part, any underwritten distribution, then the Company shall use its commercially reasonable efforts to cause all Piggyback Securities to be included in the underwriting on the same terms and conditions as the securities (other than Piggyback Securities) being sold through the underwriters. (iii) If the managing underwriters of any Piggyback Registration advise the Company in writing that in their good faith judgment that the number of securities to be included in the Piggyback Registration exceeds the number that can be sold in the offering in light of marketing factors or because the sale of a greater number would adversely affect the price of the securities to be sold in such Piggyback Registration, then the total number of securities the underwriters advise can be included in such Piggyback Registration or shall be allocated, subject to Section 18 of this Agreement, (A) first, to the date securities of the launch Company the Company proposes to issue and sell for its own account; and (B) second, among the Piggyback Securities and any other securities of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option Company proposes to withdraw their Registrable Securities from register for sale by any Person in such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e)in accordance with any contractual provisions binding on the Company, whether or not any Stockholder has elected on a pro rata basis with respect to include Registrable each holder of Piggyback Securities in and/or such registration. No other securities based on such holder’s ownership of the total number of Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledSecurities and such other securities.

Piggyback Registration. If (and on each occasion that) the Company proposes or is required to file a registration statement register any of its securities under the Securities Act with respect to an offering of Common Stock or similar equity securities of 1933 Act, either for the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering), whether for its ’s own account or for the account of one any of its security holders (each such registration not withdrawn or more securityholders of abandoned prior to the Companyeffective date thereof, on a form and in a manner that would permit registration of the Registrable Securities, other than any Special “Piggyback Registration”), the Company shall will give written notice as promptly as practicable, but to the Investor of such proposal not later than ten (10) 30 days prior to the anticipated filing date of filing such Piggyback Registration. Notwithstanding the foregoing, the Company will not be obligated to give notice to the Investor as to or to include any Registrable Securities in any registration on Form S-8 or similar limited-purpose form of such Registration Statement, registration statement effected solely to implement an employee benefit plan or any registration on Form S-4 or similar limited-purpose form of registration statement effected solely to implement an acquisition. (i) Subject to the provisions contained in subparagraphs (ii) and (iii) of this Section 2(e) and in the case last sentence of a shelf take-down, no later than five this subparagraph (5i): (A) days prior the Company will be obligated to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down each Piggyback Registration all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a written request from such Stockholder for inclusion therein receives, within three (3) 20 days after the Company’s date on which the Company gives written notice is given of such Piggyback Registration to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from the Investor pursuant to Section 2(e), the written requests of the Investor for inclusion in such Piggyback Registration, a “Piggyback Stockholder” with respect and (B) the Company will use commercially reasonable efforts to effect promptly the registration of all such Piggyback Registration)Registrable Securities. In the event that a Stockholder makes such written request, such Stockholder may The Investor will be permitted to withdraw its all or any part of their Registrable Securities from such any Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone (provided that Piggyback Stockholders are given and its underwriters will be permitted, on any registration initiated by the option Company, to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any such registration or to reduce the total number of shares proposed to be registered thereunder. (ii) If a Piggyback Registration is an underwritten registration, and the managing underwriters thereof give written advice to the Company that the total amount of securities, including Registrable Securities and other securities to be registered pursuant to the Piggyback Registration exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering (the “Underwriters’ Maximum Number”), then: (A) If such registration was initiated by the Company, (x) the Company will be entitled to include in such registration that number of securities that the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number and (y) the Company will be obligated to include in such registration that number of securities of the Company that are requested by the Investor and by other persons and which does not exceed the difference between the Underwriters’ Maximum Number and the number of securities of the Company that the Company is entitled under clause (x) above to include in such registration, and such number of securities of the Company will be allocated pro rata among the Investor and other persons in proportion to the number of securities of the Company held by the Investor or each such other person. (B) If such registration was initiated by a person other than the Company or the Investor, (w) the Company will be obligated to include in such registration that number of securities that are requested by the person(s) initiating such registration and which is not more than the Underwriters’ Maximum Number, and such number of securities will be allocated pro rata among such other person(s) in proportion to the number of securities of the Company held by each such other person; (x) the Company will be entitled to include in such registration that number of securities that the Company proposes to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters’ Maximum Number and the number of securities that the Company is required under clause (w) above to include in such registration; (y) and thereafter the Company will be obligated to include in such registration that number of securities that are requested by the Investor and which is not more than the Underwriters’ Maximum Number; and (z) if the Underwriters’ Maximum Number exceeds the sum of the number of securities that the Company is obligated to include in such registration for the account of other persons pursuant to clause (w) above and the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities that persons referred to in clause (w) above have requested be included in such registration and which is not greater than such excess. For purposes of this Section 2(e), whether the numbers of securities of the Company held by the Investor or not any Stockholder has elected to include Registrable Securities other person will be calculated on a fully diluted basis assuming the full exercise, conversion, or exchange of all outstanding securities that are exercisable, convertible or exchangeable for shares of the Company’s Common Stock. (iii) In any Piggyback Registration, the Company will select, in its sole discretion, the investment bankers and managing underwriters in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take. (iv) The Investor, if the Company or the managing underwriters so request of the Investor in connection with such registration, will not, without the prior written consent of the Company or such underwriters, effect any sale or other distribution of any equity securities of the Company, including any sale pursuant to Rule 144, during the seven days prior to and during the 180-Down day period commencing on the effective date of such underwritten registration, except pursuant to which the Stockholders are entitledsuch underwritten registration.

Piggyback Registration. If (a) Subject to any contractual obligations to the contrary, if the Company proposes or is required at any time to file a registration statement register any Class A Shares under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than an Exchange Registration, registration on Form S-8 or Form S-4 (i) a Block Trade or (ii) an at-the-market offeringany similar successor forms), or registrations in connection with dividend reinvestment and stock purchase plans), whether or not for sale for its own account or for account, the account of one or more securityholders Company shall each such time give prompt written notice at least 20 business days prior to the anticipated filing date of the Companyregistration statement or, on in the case of an Existing Registration Statement, any prospectus supplement relating to such registration to the Demand Committee, which notice shall offer the Demand Committee the opportunity to elect to register for resale the number of Registrable Securities held by Covered Persons as the Demand Committee may request (the “Maximum Covered Person Participation Amount”), subject to the provisions of Section 2.5(b) (a form and in “Piggyback Registration”). If the Demand Committee elects to effect a manner that would permit registration of the Registrable Securities, other than any Special Piggyback Registration, the Company shall give written notice of the registration statement or prospectus supplement to an Existing Registration Statement (as promptly as practicable, but not later than ten (10the case may be) relating to such Piggyback Registration to all Covered Persons at least 15 business days prior to such anticipated filing date (which date shall be specified in such notice), and any Covered Person electing to participate in such Piggyback Registration shall notify the anticipated date of filing of such Registration Statement, or in Demand Committee and the case of a shelf take-down, no later than five (5) Company at least 10 business days prior to any such anticipated filing date of its election to include Registrable Securities in such Piggyback Registration. Each Covered Person electing to so participate may elect to include, in the anticipated shelf take-downPiggyback Registration, Piggyback Registrable Securities in an amount up to that number of Piggyback Registrable Securities then held by such Covered Person multiplied by a fraction, the numerator of which shall be the Maximum Covered Person Participation Amount and the denominator of which shall be the aggregate number of Piggyback Registrable Securities then held by all Covered Persons electing to participate in such Piggyback Registration; provided, that if any Covered Person elects not to participate in such Piggyback Registration up to its portion of the Maximum Covered Person Participation Amount as provided above, the Demand Committee shall have the sole discretion to permit the other Covered Persons to include in such Piggyback Registration additional Piggyback Registrable Securities in the same proportions as determined above; and provided further, that the participation of each Covered Person in any such Piggyback Registration shall be reduced (without duplication) by the aggregate number of Registrable Securities sold by such Covered Person and its Permitted Transferees pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act prior to the date of such Piggyback Registration. Any determination with respect to the number of Registrable Securities that may be included in any Piggyback Registration by any Covered Person shall be made by the Demand Committee in accordance with this Agreement and such determination shall be final. Upon the request of the Demand Committee, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Demand Committee, to the Stockholders extent necessary to permit the disposition of such Registrable Securities to be so registered, provided, that: (i) if such registration involves an Underwritten Public Offering, all such Covered Persons to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or any other selling person, as applicable, and (ii) if, at any time after giving notice of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all of such Stockholder’s Registrable Securities (subject register any securities pursuant to this Section 2(h)2.5(a) with respect to which the Company has received a written request from such Stockholder for inclusion therein within three (3) days after the Company’s notice is given to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the registration statement filed in connection with such registration or the filing date of any prospectus supplement to an Existing Registration Statement relating filed in connection with such registration, the Company shall determine for any reason not to register such Piggyback Registration or securities, the date Company shall give written notice to all such Covered Persons and, thereupon, shall be relieved of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option its obligation to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw register any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in connection with such registration. No registration effected under this Section 2.5 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.2 or a Resale Shelf Registration to the extent required by Section 2.3. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) Subject to any contractual obligations to the contrary, if a Piggyback Registration shall count as involves an Underwritten Shelf TakePublic Offering and the managing underwriter advises the Company that, in its view, the number of Registrable Securities and other securities intended to be included in such registration exceeds the largest number of Class A Shares that can be sold without having a material adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Piggyback Offering Size”), the Company shall include in such registration, in the following priority, up to the Maximum Piggyback Offering Size: (i) first, the Company securities proposed to be registered for the account of the Company or, if such registration is not for the sale of Company securities for the account of the Company but is to comply with the demand registration rights of third parties, the Company securities proposed to be registered pursuant to such demand registration rights of third parties; and (ii) second, all Registrable Securities permitted to be included in such registration by Covered Persons and all Required Third-Down Party Piggyback Securities (allocated as between the Covered Persons that have elected to which participate in such Piggyback Registration in the Stockholders are entitledaggregate and the holders of Required Third-Party Piggyback Securities in the aggregate on a Pro Rata Basis, and further allocated among the Covered Persons participating in such Piggyback Registration on a Pro Rata Basis based on their respective Proposed Participation Amount, in each case, as and if necessary to ensure that the offering does not to exceed the Maximum Piggyback Offering Size). (c) Notwithstanding any provision in this Section 2.5 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of any agreement between such Covered Person and any Och-Ziff entity.

Piggyback Registration. (a) If the Company proposes or is required to file a registration statement Registration Statement under the Securities Act or any other securities Laws with respect to an offering of any Common Stock or similar equity securities of the Company, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering)Shares, whether or not for sale for its own account or for the account that of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, selling stockholder (other than a registration statement (i) on Form S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or any Special Registrationsimilar form under non-U.S. Laws or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall will give prompt written notice as promptly as practicable, but not later than ten of such proposed filing at least 10 Business Days before the anticipated filing date (10the “Piggyback Notice”) days prior to the anticipated date of filing of such Registration Statement, or in Investor. The Piggyback Notice will offer the case of a shelf take-down, no later than five (5) days prior Investor the opportunity to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in such registration or shelf take-down all Registration Statement the number of such Stockholder’s Registrable Securities as they may request (a “Piggyback Registration”), subject to Section 2(h4.2(b)) . The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from such Stockholder requests for inclusion therein within three (3) days after by the Company’s notice is given Investor subject to such Stockholder (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn its Section 4.2(b). The Investor will be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) five Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration or the date of the launch of the shelf take-downRegistration. The Company may postpone will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the Company and the holders of such Registrable Securities that, in their judgment, because of the size of the offering which the Investor, the Company and such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters deem relevant in its or their sole discretion, the timing and manner to effect the offering), then the amount of Registrable Securities to be offered for the account of the Investor will be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that Piggyback Stockholders are given if one or both of the option Ultranav Investors is also offering Common Shares in such offering pursuant to withdraw their its registration rights under the Ultranav Investor Rights Agreement, then the amount of Registrable Securities from to be offered for the account of the Investor will be reduced to the extent necessary to reduce the total amount of Registrable Securities to be included in such postponed Piggyback Registration)offering to the amount recommended by such managing underwriter or underwriters, terminate or withdraw any Piggyback Registration under this Section 2(e)with such reduction made proportionally according to the ratio of (i) the number of Registrable Securities requested to be included in such offering by the Investor to (ii) the aggregate number of Registrable Securities requested to be included in such offering by both the Investor and the Ultranav Investors; provided further that if Common Shares are being offered for the account of other Persons (other than the Ultranav Investors) as well as the Company, whether or not any Stockholder has elected then the Common Shares intended to be offered for the account of such other Persons will be reduced pro rata to the extent necessary to permit the Investor to include all of their Registrable Securities in such registration. No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitledoffering.

Piggyback Registration. If 2.1 Subject to the terms and conditions of this Agreement, if at any time the Company proposes or is required to file files a registration statement under the Securities Act with respect to an offering of Common Stock or similar other equity securities of the CompanyCompany (such Common Stock and other equity securities collectively, or the Company proposes a shelf take-down (other than (i) a Block Trade or (ii) an at-the-market offering“Other Securities”), whether or not for sale for its own account or for the account of one or more securityholders of the Company, on a form and in a manner that would permit registration of the Registrable Securities, (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any Special successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a demand registration in accordance with 1), then the Company shall use commercially reasonable efforts to give written notice of such filing to the Investor at least ten (10) Business Days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor and its affiliates and representatives, and the Investor shall be responsible for breaches of confidentiality by its affiliates and representatives. The Piggyback Notice shall offer the Investor and the Permitted Holders the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as the Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give written notice as promptly as practicable, but not later than ten (10) days prior use its commercially reasonable efforts to the anticipated date of filing of such Registration Statement, or in the case of a shelf take-down, no later than five (5) days prior to the anticipated shelf take-down, to the Stockholders of its intention to effect such registration or shelf take-down and, in the case of each Stockholder, shall include in each such registration or shelf take-down Piggyback Registration all of such Stockholder’s Registrable Securities (subject to Section 2(h)) with respect to which the Company has received a from the Investor written request from such Stockholder requests for inclusion therein within three ten (310) days after Business Days following receipt of any Piggyback Notice by the Company’s notice is given Investor, which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Investor and any Permitted Holder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this 2 applies unless the Investor shall have received the Piggyback Notice in respect to such Stockholder public offering not less than ten (a “Piggyback Registration” 10) Business Days prior to the commencement of such sale of Other Securities. The Investor and any such requesting Stockholder that has not withdrawn its Permitted Holder shall be permitted to withdraw all or part of the Registrable Securities from such Piggyback Registration, a “Piggyback Stockholder” with respect to such Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement registration statement relating to such Piggyback Registration or the date of the launch of the shelf take-down. The Company may postpone (provided that Piggyback Stockholders are given the option to withdraw their Registrable Securities from such postponed Piggyback Registration), terminate or withdraw any Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to 1. 2.2 If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Investor and any Permitted Holder shall be permitted to include all Registrable Securities requested by the Investor to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or any third party to be included in such offering; provided, however, that if such offering involves an Underwritten Shelf Take-Down underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to which be so included, together with all Other Securities that the Stockholders are entitledCompany and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the extent such public offering is the result of a registration initiated by the Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in such registration by the Investor and (iii) third all Other Securities of any holders thereof (other than the Company and the Investor) requesting inclusion in such registration, or (y) to the extent such public offering is the result of a registration initiated by any Persons (other than the Company or the Investor) exercising a contractual right to demand registration, (i) first, pro rata among all Other Securities owned by such Persons exercising the contractual right and all Registrable Securities requested by the Investor to be included in such registration , (ii) second, all Other Securities of any holders thereof (other than the Investor, the Company and the Persons exercising the contractual right) requesting inclusion in such registration, pro rata, based on the aggregate number of Other Securities beneficially owned by each such holder; and (iii) third, all Other Securities being sold by the Company.